Schiff Nutrition International, Inc. – IPO: ‘424B1’ on 5/1/97

As of:  Thursday, 5/1/97   ·   Accession #:  950123-97-3751   ·   File #:  333-12929

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Initial Public Offering (IPO):  Prospectus   —   Rule 424(b)(1)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus Dated April 30, 1997                       90    579K 

Document Table of Contents

424B1
1st Page of 90
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

                                                Filed Pursuant to Rule 424(b)(1)
                                                      Registration No. 333-12929

5,600,000 Shares
                                                                            LOGO
WEIDER NUTRITION INTERNATIONAL, INC.

Class A Common Stock
($.01 par value)
------------------

All of the shares of Class A Common Stock, par value $.01 (the "Class A Common
Stock"), of Weider Nutrition International, Inc. (the "Company") offered hereby 
are being sold by the Company. Of the 5,600,000 shares of Class A Common Stock
being offered, 4,480,000 shares are initially being offered in the United States
and Canada (the "U.S. Shares") by the U.S. Underwriters (the "U.S. Offering") 
and 1,120,000 shares are initially being concurrently offered outside the United
States and Canada (the "International Shares") by the Managers (the 
"International Offering" and, together with the U.S. Offering, the "Offerings").
The offering price and underwriting discounts and commissions of the U.S. 
Offering and the International Offering are identical.

Prior to the Offerings, there has been no public market for the Class A Common
Stock. The initial public offering price will be $11.00 per share. For
information relating to the factors considered in determining the initial public
offering price of the Class A Common Stock, see "Underwriting." 

The Class A Common Stock has been approved for listing on the New York Stock
Exchange under the
symbol "WNI." 

FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH
AN
INVESTMENT IN THE CLASS A COMMON STOCK, SEE "RISK FACTORS" ON PAGE 7. 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION 
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

                                                        [Enlarge/Download Table]

                                                                UNDERWRITING                   
                                                 PRICE TO       DISCOUNTS AND     PROCEEDS TO  
                                                  PUBLIC         COMMISSIONS    THE COMPANY(1) 
                                              ---------------  ---------------  ---------------
                                                                                               
Per Share....................................     $11.00            $0.77           $10.23     
Total(2).....................................   $61,600,000      $4,312,000       $57,288,000  

(1) Before deducting expenses payable by the Company estimated at $1,500,000.   

(2) The Company has granted to the U.S. Underwriters and the Managers options,  
   each exercisable by Credit Suisse First Boston Corporation for 30 days from
the date of this prospectus, to purchase an aggregate maximum of 840,000
additional shares to cover over-allotments of shares. If the options are
exercised in full, the total Price to Public will be $70,840,000,       
  Underwriting Discounts and Commissions will be $4,958,800, and Proceeds to
the Company will be $65,881,200.                                        

   The U.S. Shares are offered by the several U.S. Underwriters when, as and
if issued by the Company, delivered to and accepted by the U.S. Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
the U.S. Shares will be ready for delivery on or about May 6, 1997, against     
payment in immediately available funds.                                         

CREDIT SUISSE FIRST BOSTON                                                      
SALOMON BROTHERS INC                      
                      ADAMS, HARKNESS & HILL, INC.
                                       HAMBRECHT & QUIST

Prospectus dated April 30, 1997 

424B1
2nd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 2nd

[ARTWORK] 

   CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES       
OFFERED HEREBY, INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SYNDICATE   
SHORT COVERING TRANSACTIONS AND PENALTY BIDS. FOR A DESCRIPTION OF THESE        
ACTIVITIES, SEE "UNDERWRITING."                                                 

 2

424B1
3rd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 3rd

PROSPECTUS SUMMARY

   The following summary is qualified in its entirety by, and should be read
in conjunction with, the more detailed information and consolidated financial   
statements, including the notes thereto, appearing elsewhere in this Prospectus.
Information contained in this Prospectus contains "forward-looking statements"  
which can be identified by the use of forward-looking terminology such as       
"believes," "expects," "may," "will," "should" or "anticipates" or the negative 
thereof or other variations thereon or comparable terminology or by discussions 
of strategy. No assurance can be given that the future results covered by the   
forward-looking statements will be achieved. This Prospectus also contains      
important cautionary statements identifying factors with respect to such        
forward-looking statements. See "Risk Factors." Unless otherwise indicated, all 
information contained herein assumes no exercise by the U.S. Underwriters and   
the Managers of their over-allotment options. Unless the context otherwise      
requires, all references to the "Company" mean Weider Nutrition International,  
Inc. and its subsidiaries and all references to "Weider" or the "Parent" mean   
Weider Health and Fitness, the principal stockholder of the Company. All        
references to numbers of shares of Common Stock reflect the exchange of all     
outstanding common stock of Weider Nutrition Group, Inc. ("Weider Nutrition")   
for Common Stock of the Company and a 14,428.9-for-one stock split of the Common
Stock.                                                                          

THE COMPANY 

The Company is a leading manufacturer of branded and private label    
nutritional supplements and is a leading marketer of multiple brands of         
nutritional supplements through multiple distribution channels. The Company     
manufactures a broad range of capsules and tablets, powdered drink mixes,       
bottled beverages and nutrition bars and markets branded products in four       
principal categories: sports nutrition; vitamins, minerals and herbs; diet; and 
healthy snacks. The Company markets its branded products through each key       
distribution channel and is one of the leading marketers of nutritional         
supplement products to the mass volume retail channel, one of the most          
significant and growing distribution channels in the nutritional supplement     
industry. Consistent with management's multi-channel strategy, sales of the     
Company's products in fiscal 1996 were balanced among mass volume retailers,    
health food stores and a combination of other channels, including health clubs  
and gyms, international markets and private label manufacturing. According to a 
1996 survey conducted by Packaged Facts, an independent consumer market research
firm, the principal domestic markets in which the Company's products compete    
totalled approximately $6.5 billion in 1996 and grew at a compound annual growth
rate of approximately 15% from 1992 through 1996. Because of the Company's broad
portfolio of leading brands, multiple distribution channels and state-of-the art
manufacturing capabilities, the Company believes that it is uniquely positioned 
to capitalize on the anticipated growth in the nutritional supplement industry. 

    The Company's products are currently sold in over 38,000 retail outlets in
all 50 states. The Company's customers in the mass volume retail channel        
include: mass merchandisers -- Wal-Mart, Target and Kmart; drug                 
stores -- Walgreens, CVS, American Drug and Thrifty/Payless; warehouse          
clubs -- Price Costco and Sam's Club; and supermarkets -- Albertson's, Giant and
Ralphs. The Company services the health food market by distributing its products
to General Nutrition Center ("GNC") and the leading health food distributors    
(such as Tree-of-Life, Stow Mills and Nature's Best). The Company also sells    
through other distribution channels, including its network of exclusive         
distributors to health clubs and gyms (such as Bally's Health and Fitness and   
Gold's Gym), international markets, and private label manufacturing for other   
nutritional supplement companies. The Company pursues a multi-channel           
distribution strategy in order to participate in the growth being experienced in
each of these channels, thereby increasing its overall share of the nutritional 
supplement market. The Company also distributes its products to all major       
markets worldwide.                                                              

     As part of its multi-brand, multi-channel strategy, the Company has created
a portfolio of recognized brands designed for specific distribution channels.   
The Company manufactures and markets approximately 1,400 products and has       
approximately 1,800 SKUs. The positioning of the Company's brand names is       
supported by significant advertising and marketing expenditures as well as the  
Company's historical association with the Weider name. As a result, the Company 
believes that it has many of the leading brands in the nutritional              

 3

424B1
4th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 4th

supplement industry. The following table identifies the Company's 12 leading    
brands and illustrates the Company's multi-brand, multi-channel strategy:       

                                                        [Enlarge/Download Table]

           BRAND                   PRIMARY CHANNEL             PRIMARY CATEGORY      
---------------------------  ---------------------------  ---------------------------
                                                                                     
Great American               Mass volume retailers        Vitamins and diet          
  Nutrition(TM)                                                                      
Joe Weider Signature(TM)     Mass volume retailers        Sports nutrition and diet  
Prime Time(R)                Mass volume retailers        Vitamins and diet          
Tiger's Milk(TM)             Mass volume retailers        Healthy snacks             
Fi-Bar(R)                    Mass volume retailers        Healthy snacks             
Schiff(R)                    Health food stores           Vitamins and diet          
Metaform(TM)                 Health food stores           Sports nutrition and diet  
Victory(TM)                  Health food stores           Sports nutrition           
Mega Mass(R)                 Health food stores           Sports nutrition           
American Body Building(TM)   Health clubs and gyms        Sports nutrition and diet  
Science Foods(R)             Health clubs and gyms        Sports nutrition and diet  
Steel Bar(R)                 Health clubs and gyms        Sports nutrition           

To support its multi-brand, multi-channel strategy, the Company will  
continue to invest in research and development and state-of-the-art             
manufacturing and distribution facilities. The Company's research and           
development group has successfully developed new brands targeted to specific    
consumers, such as Great American Nutrition and Metaform, and new products, such
as Schiff 's Melatonin and Whole Food Phytonutrients. In addition, the Company  
manufactures over 80% of its branded products and is building additional        
state-of-the-art facilities that it believes will more than double current      
capacity. The Company expects its additional facilities to be operational in    
mid-1997. The Company believes its research and development commitment and      
integrated manufacturing capabilities will continue to provide a significant    
advantage in capturing an increasing share of the growing nutritional supplement
market.                                                                         

   The Company intends to broaden its leadership position in the nutritional
supplement industry by combining internal growth with strategic acquisitions.   
Specifically, the Company's strategy is to: (i) leverage its portfolio of       
established brands to increase its share of the nutritional supplement market;  
(ii) develop new brands and product line extensions through its commitment to   
research and development; (iii) continue the growth of its balanced distribution
network; (iv) further penetrate international markets; and (v) supplement       
internal growth through strategic acquisitions of related businesses and product
lines. The Company believes that its multiple distribution channels, broad      
portfolio of leading brands and state-of-the-art manufacturing and distribution 
capabilities position it to be the long-term competitive leader in the          
nutritional supplement industry.                                                

During the three fiscal years ended May 31, 1996, the Company achieved
compound growth rates in net sales and net income of 43.5% and 61.3%,           
respectively. The Company's growth has been a result of increased demand for the
Company's products, the Company's increased penetration of the growing mass     
volume retail distribution channel, an aggressive acquisition strategy and new  
product introductions. The Company has not experienced revenue and net income   
growth during fiscal 1997 at the rates experienced in fiscal 1996 because of    
manufacturing and distribution capacity constraints, fewer acquisitions and     
decreased sales of melatonin. The nutritional supplement industry is influenced 
by products, such as melatonin, that can become popular due to changing consumer
tastes and heightened media attention. In addition, the Company has made        
significant investments in manufacturing and distribution infrastructure in     
fiscal 1997 to support future growth. These expenditures include higher         
depreciation associated with additional capital equipment as well as costs      
associated with hiring additional personnel and upgrading information systems.  
The Company believes that these investments and the new manufacturing and       
distribution capacity expected to be operational in mid-1997 will enable the    
Company to meet increased demand in the growing nutritional supplements         
industry.                                                                       

  The Company has its principal executive offices at 1960 South 4250 West,
Salt Lake City, Utah 84104-4836, and its telephone number is (801) 975-5000. The
Company was incorporated under the laws of the State of Delaware in 1996.       

 4

424B1
5th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 5th

THE OFFERINGS 

                                                        [Enlarge/Download Table]
                                                                                            
Class A Common Stock Offered(1):                                                            

  U.S. Offering......................... 4,480,000 shares                                   

  International Offering................ 1,120,000 shares                                   

     Total.............................. 5,600,000 shares                                   

Common Stock Outstanding:                                                                   

  Before the Offerings.................. 1,557,604 shares of Class A Common Stock and       
                                         15,687,432 shares of Class B Common Stock          

  After the Offerings(1)(2)............. 8,171,851 shares of Class A Common Stock and       
                                         15,687,432 shares of Class B Common Stock          

Dividends............................... Upon completion of the Offerings, the Company      
                                         intends to commence paying quarterly cash dividends
                                         on its Class A Common Stock and its Class B Common 
                                         Stock (together, the "Common Stock") at an initial 
                                         annual rate of $0.15 per share. See "Dividend      
                                         Policy."                                           

Use of Proceeds......................... The Company intends to apply the net proceeds as   
                                         follows: (i) approximately $21.5 million, together 
                                         with approximately $42.5 million of borrowings     
                                         under the New Credit Agreement (as defined herein),
                                         is expected to be used to repay all outstanding    
                                         indebtedness under the Existing Credit Agreement   
                                         (as defined herein); (ii) $18.3 million is expected
                                         to be paid at the closing of the Offerings in      
                                         connection with a one-time dividend to the holder  
                                         of the Class B Common Stock; and (iii)             
                                         approximately $15.9 million is expected to be used 
                                         to repay intercompany indebtedness owed to Parent, 
                                         which indebtedness was incurred primarily in       
                                         connection with certain acquisitions and taxes     
                                         payable by the Parent on behalf of the Company     
                                         pursuant to a tax sharing agreement. Pending such  
                                         uses, net proceeds received by the Company will be 
                                         invested by the Company in short-term interest     
                                         bearing instruments. See "Use of Proceeds."        

Voting Rights........................... Except as otherwise required by law, the Class A   
                                         Common Stock and Class B Common Stock vote as a    
                                         single class on all matters, with each share of    
                                         Class A Common Stock entitling its holder to one   
                                         vote and each share of Class B Common Stock        
                                         entitling its holder to ten votes. All of the      
                                         shares of Class B Common Stock are owned by the    
                                         Parent. Immediately after consummation of the      
                                         Offerings, the Parent will beneficially own shares 
                                         of Class B Common Stock representing approximately 
                                         95.0% of the combined voting power of the          
                                         outstanding shares of Common Stock (approximately  
                                         94.6% if the over-allotment options of the U.S.    
                                         Underwriters and the Managers are exercised in     
                                         full).                                             

New York Stock Exchange Symbol.......... "WNI."                                             

---------------                                                                 
(1) Does not include up to 840,000 shares of Class A Common Stock subject to the
  over-allotment options granted by the Company to the U.S. Underwriters and
the Managers.                                                           
(2) Does not include 1,604,000 shares of Class A Common Stock reserved for      
issuance under the 1997 Equity Participation Plan of Weider Nutrition   
   International, Inc. (the "Equity Plan") or 182,717 shares of Class A Common
  Stock issuable to certain senior executives of the Company pursuant to the
    Management Incentive Agreements (as defined herein) but does include 972,247
  shares of Class A Common Stock issuable upon consummation of the Offerings
to certain senior executives of the Company pursuant to the Management  
    Incentive Agreements and approximately 42,000 shares of Class A Common Stock
   to be issued to certain employees of the Company who have a minimum service
period of six months. See "Management -- Equity Plan" and "-- Management
Incentive Agreements."                                                  

 5

424B1
6th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 6th

SUMMARY FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                                          NINE MONTHS ENDED     
                                               FISCAL YEAR ENDED MAY 31,                    FEBRUARY 28,        
                                   --------------------------------------------------   ---------------------   
                                    1992      1993      1994      1995         1996       1996         1997     
                                   -------   -------   -------   -------     --------   --------     --------   
                                                                                             (UNAUDITED)        
                                                                                                                
INCOME STATEMENT DATA:                                                                                          
  Net sales....................... $58,170   $63,144   $67,870   $90,927     $186,405   $128,448     $151,407   
  Gross profit....................  24,343    26,142    28,583    35,516       70,228     48,029       57,399   
  Impairment of intangible                                                                                      
     assets(1)....................      --        --        --        --           --         --        2,095   
  Operating expenses..............  18,385    19,036    20,344    24,226       41,068     28,191       36,750   
  Income from operations..........   5,958     7,106     8,239    11,290       29,160     19,838       18,554(1)
  Net income......................   2,598     3,563     4,134     6,092       14,964     10,055        8,075(1)
  Pro forma net income per common                                                                               
     and common equivalent                                                                                      
     share(2).....................      --        --        --        --     $   0.79         --     $   0.43   
  Pro forma common and common                                                                                   
     equivalent shares                                                                                          
     outstanding(2)...............      --        --        --        --     18,908,672       --     18,908,672 
  Supplemental pro forma net                                                                                    
     income per common and common                                                                               
     equivalent share(3)..........      --        --        --        --     $   0.69(4)       --    $   0.41(4)
  Supplemental pro forma common                                                                                 
     and common equivalent shares                                                                               
     outstanding(3)...............      --        --        --        --     23,859,283       --     23,859,283 

OTHER DATA:                                                                                                     
  EBITDA(5)....................... $ 6,435   $ 7,429   $ 8,629   $13,438     $ 33,908   $ 23,216     $ 24,651   
  Capital expenditures............     380     1,469     5,171     1,295        6,084      5,434        6,343   
  Net sales increase..............      --%        9%        7%       34%         105%        --%          18%  
  Income from operations                                                                                        
     increase(6)..................      --        19        16        37          158         --            4   
  Net income increase                                                                                           
     (decrease)(6)................      --        37        16        47          146         --           (7)  

                                                        [Enlarge/Download Table]

                                                                             FEBRUARY 28, 1997     
                                                  MAY 31,               ---------------------------
                                      --------------------------------                 PRO FORMA   
                                       1994        1995         1996     ACTUAL      AS ADJUSTED(7)
                                      -------     -------     --------  --------     --------------
                                                                                                   
BALANCE SHEET DATA:                                                                                
  Cash and cash equivalents.......... $     2     $ 2,272     $  1,592  $  1,065        $  1,065   
  Working capital....................  14,082      25,044       47,505    61,802          61,802   
  Total assets.......................  39,548      70,048      133,147   148,685         152,782   
  Total debt.........................   7,410      28,616       68,054    88,288          52,470   
  Total stockholders' equity.........  22,946      28,100       39,332    40,303          80,217   

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

(1) Reflects an impairment of intangible assets recognized as a result of       
adopting SFAS No. 121 (as defined herein).                              

(2) Gives effect to the 14,428.9-for-one stock split and the issuance of        
1,666,636 shares of Class A Common Stock as part of the Offerings, the  
 proceeds from which would be necessary to pay the one-time, $18.3 million
   Class B Dividend (as defined herein); otherwise does not give effect to the
Offerings.                                                              

(3) Gives effect to (i) the Offerings and the application of the net proceeds   
   therefrom, including the one-time, $18.3 million Class B Dividend, (ii) the
issuance of 972,247 shares of Class A Common Stock pursuant to the      
Management Incentive Agreements, and (iii) the issuance of approximately
42,000 shares of Class A Common Stock to certain employees who have a   
  minimum service period of six months. Does not give effect to the one-time
    compensation expense estimated at approximately $14.5 million ($8.7 million,
   net of tax) arising from (a) the conversion of performance units granted to
   certain senior executive officers under the Management Incentive Agreements
   upon consummation of the Offerings, or (b) certain other stock grants to be
  effected upon consummation of the Offerings. See "Management -- Management
Incentive Agreements," "-- Equity Plans" and "Use of Proceeds."         

(4) Reflects the retirement of debt with the proceeds of the Offerings as if    
  such debt was retired at the beginning of the period, which would have the
    effect of reducing after-tax interest expense by $1.4 million in fiscal 1996
 and $1.6 million in the nine months ended February 28, 1997. The one-time
    $14.5 million ($8.7 million, net of taxes) compensation expense described in
 note 3 above will take effect upon consummation of the Offerings; this is
   expected to impact the Company's net income and stockholders' equity in the
   fourth quarter of fiscal 1997. Giving pro forma effect to such compensation
    expense would reduce supplemental pro forma net income per common and common
equivalent share by approximately $0.36.                                

(5) Earnings before interest expense, income taxes, depreciation and            
amortization and excluding certain extraordinary or nonrecurring events 
   ("EBITDA") is presented because it is a widely accepted financial indicator
  used by certain investors and analysts to analyze and compare companies on
    the basis of operating performance. EBITDA is not intended to represent cash
flows for the period, nor has it been presented as an alternative to    
   operating income as an indicator of operating performance and should not be
considered in isolation or as a substitute for measures of performance  
prepared in accordance with generally accepted accounting principles.   

(6) The nine month period ended February 28, 1997 excludes the impairment of    
intangible assets loss of $2.1 million ($1.3 million, net of taxes)     
described in note 1 above.                                              

(7) Gives effect to the adjustments described in (i), (ii) and (iii) of note 3  
above as well as the one-time compensation expense estimated at         
   approximately $14.5 million ($8.7 million, net of tax) arising from (a) the
    conversion of performance units granted to certain senior executive officers
under the Management Incentive Agreements upon consummation of the      
Offerings, and (b) certain other stock grants to be effected upon       
consummation of the Offerings.                                          

 6

424B1
7th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 7th

RISK FACTORS

Prospective investors should carefully consider all of the information
contained in this Prospectus before deciding whether to purchase the Class A    
Common Stock offered hereby and, in particular, the following factors.          
Information contained in this Prospectus contains "forward-looking statements"  
which can be identified by the use of forward-looking terminology such as       
"believes," "expects," "may," "will," "should" or "anticipates" or the negative 
thereof or other variations thereon or comparable terminology or by discussions 
of strategy. No assurance can be given that the future results covered by the   
forward-looking statements will be achieved. The following matters constitute   
cautionary statements identifying important factors with respect to such        
forward-looking statements, including certain risks and uncertainties, that     
could cause actual results to vary materially from the future results covered in
such forward-looking statements. Other factors could also cause actual results  
to vary materially from the future results covered in such forward-looking      
statements.                                                                     

DEPENDENCE ON SIGNIFICANT CUSTOMERS                                             

The Company's largest customers, GNC and Wal-Mart, accounted for      
approximately 16% and 10%, respectively, of net sales in fiscal 1996 and 12% and
11%, respectively, of net sales for the nine month period ended February 28,    
1997, compared to approximately 26% and 5%, respectively, of net sales in fiscal
1995 and 16% and 9%, respectively, of net sales for the nine month period ended 
February 28, 1996. The dollar amount of the Company's sales in fiscal 1996 to   
GNC and Wal-Mart grew by 30% and 317%, respectively, over the previous year. The
Company has 26 other major customers, each of which produced sales of between   
0.5% and 5% of the Company's net sales in fiscal 1996 and, collectively,        
accounted for approximately 32% of net sales in fiscal 1996. The loss of GNC or 
Wal-Mart as a customer, the loss of a significant number of other major         
customers, or a significant reduction in purchase volume by or financial        
difficulty of such customers, for any reason, could have a material adverse     
effect on the Company's results of operations or financial condition. There can 
be no assurance that GNC and/or Wal-Mart will continue as major customers of the
Company. See "Business -- Sales and Distribution."                              

PRODUCT LIABILITY                                                               

The Company, like any other retailer, distributor and manufacturer of 
products that are designed to be ingested, faces an inherent risk of exposure to
product liability claims in the event that the use of its products results in   
injury. With respect to product liability claims, the Company has $1.0 million  
per occurrence and $1.0 million in aggregate liability insurance subject to a   
self-insurance retention of $25,000. In addition, if such claims should exceed  
$1.0 million, the Company has excess umbrella liability insurance of up to $25.0
million which will increase to $90.0 million upon consummation of the Offerings.
However, there can be no assurance that such insurance will continue to be      
available at a reasonable cost, or, if available, will be adequate to cover     
liabilities. The Company generally does not obtain contractual indemnification  
from parties supplying raw materials or marketing its products and, in any      
event, any such indemnification is limited by its terms and, as a practical     
matter, to the creditworthiness of the indemnifying party. In the event that the
Company does not have adequate insurance or contractual indemnification, product
liabilities relating to defective products could have a material adverse effect 
on the Company.                                                                 

    The Company and its subsidiary, Schiff Products, Inc. ("Schiff Products"),
together with other distributors, manufacturers and retailers of L-Tryptophan,  
are defendants in actions in federal and state courts seeking compensatory and, 
in some cases, punitive damages for alleged personal injuries resulting from the
ingestion of products containing allegedly contaminated L-Tryptophan. The       
Company acquired Schiff Products pursuant to an asset acquisition transaction in
1989. Schiff Products was a distributor of L-Tryptophan, but neither the Company
nor Schiff Products ever distributed products that are the subject of the       
lawsuits. In each lawsuit, the L-Tryptophan products were shipped by the entity 
from whom the Company purchased the trademark Schiff and other assets in 1989.  
The Company and Schiff Products entered into an indemnification agreement (the  
"Indemnification Agreement") with Showa Denko America ("SDA"), a U.S. subsidiary
of a Japanese corporation, Showa Denko, K.K. ("SDK"). Under the Indemnification 
Agreement, SDA agreed to assume the defense of all claims arising out of the    
ingestion of L-Tryptophan products, pay all legal fees and indemnify the Company
and its affiliates against liability in any action if it is determined that a   
proximate cause of the injury                                                   

 7

424B1
8th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 8th

sustained by the plaintiff in the action was a constituent of the raw material  
sold by SDA to Schiff Products, or was a factor for which SDA or any of its     
affiliates was responsible, except to the extent that action by the Company or  
Schiff Products proximately contributed to the injury, and except for certain   
claims relating to punitive damages. SDK has posted a revolving irrevocable     
letter of credit for the benefit of the indemnified group if SDA is unable or   
unwilling to satisfy any claims or judgments. SDK has unconditionally guaranteed
the payment obligations of SDA under the Indemnification Agreement. Although the
Company believes that the prospect of a material adverse effect on the Company's
results of operations or financial condition arising from these lawsuits is     
remote and no provision in the Company's financial statements has been made for 
any loss that may result from these actions, no assurance can be given that such
lawsuits would not have a material adverse effect on the results of operations  
or financial condition of the Company.                                          

The Company is presently engaged in various other legal actions, and, 
although ultimate liability for such other actions cannot be determined at the  
present time, the Company currently believes that the amount of any such        
liability from such other actions and the lawsuits described in the preceding   
paragraphs, after taking into consideration the Company's insurance coverage,   
will not have a material adverse effect on its results of operations or         
financial condition.                                                            

GOVERNMENT REGULATION                                                           

    The manufacturing, packaging, labeling, advertising, distribution and sale
of the Company's products are subject to regulation by one or more governmental 
agencies, the most active of which is the Food and Drug Administration (the     
"FDA"), which regulates the Company's products under the Federal Food, Drug, and
Cosmetic Act (the "FDCA") and regulations promulgated thereunder. The Company's 
products are also subject to regulation by the Federal Trade Commission (the    
"FTC"), the Consumer Product Safety Commission (the "CPSC"), the United States  
Department of Agriculture (the "USDA") and the Environmental Protection Agency  
(the "EPA"). The Company's activities are also regulated by various agencies of 
the states, localities and foreign countries to which the Company distributes   
its products and in which the Company's products are sold. The FDCA has been    
amended several times with respect to dietary supplements, most recently by the 
Nutrition Labeling and Education Act of 1990 (the "NLEA") and the Dietary       
Supplement Health and Education Act of 1994 (the "DSHEA"). The Company's        
products are generally classified and regulated as dietary supplements under the
FDCA, as amended, and are therefore not subject to premarket approval by the    
FDA. However, these products are subject to extensive labeling regulation by the
FDA and can be removed from the market if shown to be unsafe. Moreover, if the  
FDA determines, on the basis of labeling or advertising claims by the Company,  
that the "intended use" of any of the Company's products is for the diagnosis,  
cure, mitigation, treatment or prevention of disease, it can regulate those     
products as drugs and require premarket clearance for safety and effectiveness. 
In addition, if the FDA determines that the requirements of DSHEA for making    
claims that a dietary supplement affects the "structure or function" of the body
have not been met, such non-complying claims could result in the regulation of  
such products as drugs. See "Business -- Regulation."                           

    The Company's advertising of its dietary supplement products is subject to
regulation by the FTC under the Federal Trade Commission Act, which prohibits   
unfair or deceptive trade practices, including false or misleading advertising. 
The FTC in recent years has brought a number of actions challenging claims by   
companies (other than the Company) for weight loss dietary supplement products  
and plans. Most recently, on March 25, 1997, the FTC announced proposed consent 
orders in seven cases involving weight loss claims, as well as a general,       
coordinated long-term consumer education and law enforcement program titled     
"Operation Waistline." On November 7, 1996, the FTC entered into proposed       
consent orders (which have since been finally entered) that would prohibit three
companies from claiming that chromium picolinate causes weight loss, increases  
muscle mass or regulates blood sugar levels unless the companies had adequate   
substantiation for the claims. Although the Company is not a party to the       
consent order, chromium picolinate is used in many of the Company's weight loss 
and body building products. The Company is a party to a Consent Order (the      
"Order") with the FTC, which was signed by the Parent in 1985. Pursuant to the  
Order, the Company is prohibited from making certain advertising claims relating
to the muscle building capabilities of Anabolic Mega Paks and Dynamic Life      
Essence and other products of substantially similar composition. In connection  
with the Company's other food products, the Company is similarly prohibited from
making these claims unless the Company is able to substantiate such             

 8

424B1
9th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 9th

claims. In 1986, the Parent was required to pay a maximum amount of $400,000    
pursuant to the Order as reimbursements to purchasers of Anabolic Mega Paks and 
Dynamic Life Essence. To the extent such reimbursements amounted to less than   
$400,000, the Parent was required pursuant to the Order to pay the remainder to 
a designated research center for the study of the relationship between nutrition
and muscular development. All amounts required to be paid by the Parent pursuant
to the Order have been paid. In September 1991, the FTC informed the Company    
that the FTC had reviewed the several compliance reports which had been filed   
from March 1986 through and including June 20, 1991 and no action was planned at
such time. Although the Company has received occasional inquiries from the FTC  
since September 1991 regarding compliance matters, the FTC has not taken any    
formal action regarding the Company's compliance with the Order.                

The Company manufactures certain products pursuant to contracts with  
customers who distribute the products under their own or other trademarks. Such 
private label customers are subject to governmental regulations in connection   
with their purchase, marketing, distribution and sale of such products, and the 
Company is subject to such regulations in connection with the manufacture of    
such products and its delivery of services to such customers. However, the      
Company's private label customers are independent companies, and their labeling,
marketing and distribution of such products is beyond the Company's control. The
failure of these customers to comply with applicable laws or regulations could  
have a material adverse effect on the Company.                                  

  Governmental regulations in foreign countries where the Company plans to
commence or expand sales may prevent or delay entry into the market or prevent  
or delay the introduction, or require the reformulation, of certain of the      
Company's products. Compliance with such foreign governmental regulations is    
generally controlled by the Company's distributors for those countries. These   
distributors are independent contractors over whom the Company has limited      
control.                                                                        

   The Company may be subject to additional laws or regulations administered
by the FDA or other federal, state or foreign regulatory authorities, the repeal
of laws or regulations which the Company considers favorable, such as the DSHEA,
or more stringent interpretations of current laws or regulations, from time to  
time in the future. The Company is unable to predict the nature of such future  
laws, regulations, interpretations or applications, nor can it predict what     
effect additional governmental regulations or administrative orders, when and if
promulgated, would have on its business in the future. They could, however,     
require the reformulation of certain products to meet new standards, the recall 
or discontinuance of certain products not able to be reformulated, imposition of
additional recordkeeping requirements, expanded documentation of the properties 
of certain products, expanded or different labeling and scientific              
substantiation. Any or all of such requirements could have a material adverse   
effect on the Company's results of operations and financial condition.          

RECENT GOVERNMENT ACTION AND ADVERSE PUBLICITY REGARDING PRODUCTS CONTAINING    
EPHEDRINE                                                                       

    Several of the Company's products have included a Chinese herb known as Ma
Huang, a natural source of the stimulant ephedrine. Products containing Ma Huang
accounted for approximately 3.3% of the Company's total net sales in fiscal 1996
and all of such products now come in Ma Huang-free alternatives. In December    
1996, the Company decided to discontinue the manufacturing and marketing of     
products containing ephedrine in capsule and tablet form due to potential for   
misuse but will continue to manufacture and market beverages and powders        
containing ephedrine. Ephedrine and Ma Huang have been the subject of recent    
adverse publicity in the United States. On April 10, 1996, the FDA issued a     
statement warning consumers not to purchase or ingest dietary supplements       
containing natural sources of ephedrine that are claimed to produce such effects
as euphoria, heightened awareness, increased sexual sensations or increased     
energy, because these products pose significant adverse health risks, including 
dizziness, headache, gastrointestinal distress, irregular heartbeat, heart      
palpitations, heart attack, strokes, seizures, psychosis and death. On August 27
and 28, 1996, the FDA convened a meeting of its Food Advisory Committee to      
discuss adverse reaction reports and other issues concerning dietary supplements
containing ephedrine. Some members of the Advisory Committee concluded that no  
safe level of ephedrine in dietary supplements could be identified; others      
concluded that such products could be deemed safe if dosage levels of ephedrine 
were severely restricted and strict warning labels required. At March 1997, the 
FDA had not announced any decision regarding further regulation of products     
containing ephedrine. Sales of such products have also been prohibited in       
certain localities. In addition, some states have regulated or are considering  
regulating ephedrine-containing products as controlled substances or prohibiting
the sale of such products by persons other than licensed pharmacists.           
Notwithstanding the Company's decision to discontinue the manufactur-           

 9

424B1
10th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 10th

ing and marketing of products containing Ma Huang, there can be no assurance    
that the Company will not be subject to product liability actions with respect  
to its products that contained Ma Huang. See "Business -- Regulation."          

EFFECT OF UNFAVORABLE PUBLICITY                                                 

The Company believes the nutritional supplement market is affected by 
national media attention regarding the consumption of nutritional supplements.  
There can be no assurance that future scientific research or publicity will not 
be unfavorable to the nutritional supplement market or any particular product,  
or inconsistent with earlier favorable research or publicity. Future reports of 
research that are perceived as less favorable or that question such earlier     
research could have a material adverse effect on the Company. Because of the    
Company's dependence upon consumer perceptions, adverse publicity associated    
with illness or other adverse effects                                           
resulting from the consumption of the Company's products or any similar products
distributed by other companies could have a material adverse impact on the      
Company. Such adverse publicity could arise even if the adverse effects         
associated with such products resulted from consumers' failure to consume such  
products as directed. In addition, the Company may not be able to counter the   
effects of negative publicity concerning the efficacy of its products.          

ABSENCE OF CONCLUSIVE CLINICAL STUDIES                                          

  Although many of the ingredients in the Company's products are vitamins,
minerals, herbs and other substances for which there is a long history of human 
consumption, some of the Company's products contain innovative ingredients such 
as DHEA and melatonin. In addition, although the Company believes all of its    
products to be safe when taken as directed by the Company, there is little      
long-term experience with human consumption of certain of these innovative      
product ingredients in concentrated form. Accordingly, no assurance can be given
that the Company's products, even when used as directed, will have the effects  
intended. Although the Company tests the formulation and production of its      
products to ensure that they are safe when consumed as directed, they have not  
sponsored clinical studies on the long-term effect of human consumption. See    
"-- Effect of Unfavorable Publicity," "-- Product Liability" and                
"Business -- Product Development."                                              

ACQUISITION RELATED RISKS                                                       

Part of the Company's business strategy is to acquire assets that will
complement its existing business. The Company has had preliminary discussions   
with, or has evaluated the potential acquisition of, a number of companies,     
although no such transaction is considered to be probable at this time. The     
Company is unable to predict whether or when any prospective acquisition        
candidates will become available or the likelihood of a material transaction    
being completed should any negotiations commence. If the Company proceeds with  
any such transaction, no assurance can be given that the Company can effectively
integrate the acquired operations with its own. The Company may also seek to    
finance any such acquisition through debt financings or issuances of equity and 
there can be no assurance that any such financing will be available on          
acceptable terms or at all. See "Use of Proceeds," "Management's Discussion and 
Analysis of Financial Condition and Results of Operations -- Liquidity and      
Capital Resources" and "Business -- Strategy."                                  

RISKS ASSOCIATED WITH INTERNATIONAL MARKETS                                     

  The Company's continued growth is dependent in significant part upon its
ability to expand its operations into new markets, including international      
markets. The Company may experience difficulty entering new international       
markets due to greater regulatory barriers, the necessity of adapting to new    
regulatory systems and problems related to entering new markets with different  
cultural bases and political systems. Approximately 3% of the Company's net     
sales for fiscal 1996 were generated outside the United States. Operating in    
international markets exposes the Company to certain risks, including, among    
other things: (i) changes in or interpretations of foreign regulations that may 
limit the Company's ability to sell certain products or repatriate profits to   
the United States; (ii) exposure to currency fluctuations; (iii) the potential  
imposition of trade or foreign exchange restrictions or increased tariffs; and  
(iv) political instability. As the Company continues to expand its international
operations, these and other risks associated with international operations are  
likely to increase. See "Business -- Strategy" and "Business -- Regulation."    

10

424B1
11th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 11th

DEPENDENCE ON NEW PRODUCTS                                                      

The Company believes its ability to grow in its existing markets is   
partially dependent upon its ability to introduce new and innovative products   
into such markets. Although the Company seeks to introduce additional products  
each year in its existing markets, the success of new products is subject to a  
number of conditions, including developing products that will appeal to         
customers and obtaining necessary regulatory approvals. There can be no         
assurance that the Company's efforts to develop innovative new products will be 
successful, that customers will accept new products or that the Company will    
obtain required regulatory approvals of such new products. In addition, no      
assurance can be given that new products currently experiencing strong          
popularity and rapid growth will maintain their sales over time. For example,   
Schiff 's Melatonin, introduced in December 1995, had fiscal 1996 net sales of  
approximately $18.9 million and accounted for 10% of the Company's net sales.   
Sales of melatonin amounted to $6.8 million during the nine months ended        
February 28, 1997. See "Business -- Strategy."                                  

DEPENDENCE ON NEW FACILITY                                                      

   In response to increased sales and the anticipated increase in demand for
nutritional supplements, the Company has leased a 418,000 square-foot           
manufacturing, warehouse and office facility located in Salt Lake City, Utah    
(the "New Facility"). The New Facility is being built specifically for the      
Company and is expected to become operational in mid-1997. Although construction
of the New Facility is on schedule and the Company has implemented certain      
operations there in April 1997, there can be no assurance that final            
construction will be completed on schedule. If the New Facility is not completed
on schedule, no assurance can be given that the Company could satisfy increasing
demand for its nutritional supplement products. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations."                     

NO LONG-TERM CONTRACTS FOR SUPPLY OF RAW MATERIALS                              

 The Company obtains from other sources all of its raw materials for the
manufacture of its products. The Company generally does not have contracts with 
any entities or persons committing such suppliers to provide the materials      
required for the production of its products. There can be no assurance that     
suppliers will provide the raw materials needed by the Company in the quantities
requested or at a price the Company is willing to pay. In the last few years,   
natural vitamin E, beta carotene and melatonin have had unusual price           
fluctuations as a result of short supply or increases in demand. Because the    
Company does not control the actual production of these raw materials, it is    
also subject to delays caused by interruption in production of materials based  
on conditions not wholly within its control. Such conditions include job actions
or strikes by employees of suppliers, weather, crop conditions, transportation  
interruptions and natural disasters or other catastrophic events. The inability 
of the Company to obtain adequate supplies of raw materials for its products at 
favorable prices, or at all, as a result of any of the foregoing factors or     
otherwise could have a material adverse effect on the Company. See "Business -- 
Manufacturing and Product Quality."                                             

INTELLECTUAL PROPERTY PROTECTION                                                

At March 18, 1997, the Company had approximately 83 federal trademark 
registrations and approximately 95 trademark applications pending with the      
United States Patent and Trademark Office. The Company's policy is to pursue    
registrations for all of the trademarks associated with its key products. The   
Company protects its legal rights concerning its trademarks and is currently    
enforcing several trademarks against infringement by litigation, both in the    
United States and in foreign countries, including litigation pertaining to its  
registered trademark Fat Burners(R). See "Business -- Legal Matters."           

The Company relies on common law trademark rights to protect its      
unregistered trademarks. Common law trademark rights do not provide the Company 
with the same level of protection as afforded by a United States federal        
registration of a trademark. In addition, common law trademark rights are       
limited to the geographic area in which the trademark is actually used, while a 
United States federal registration of a trademark enables the registrant to stop
the unauthorized use of the trademark by any third party anywhere in the United 
States even if the registrant has never used the trademark in the geographic    
area wherein the unauthorized use is being made                                 

11

424B1
12th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 12th

(provided, however, that an unauthorized third party user has not, prior to the 
registration date, perfected its common law rights in the trademark in that     
geographic area). The Company intends to register its trademarks in certain     
foreign jurisdictions where the Company's products are sold. However, the       
protection available in such jurisdictions may not be as extensive as the       
protection available to the Company in the United States.                       

Currently, the Company has three patent applications submitted to the 
United States Patent and Trademark Office which are currently under review. To  
the extent the Company does not have patents on its products, there can be no   
assurance that another company will not replicate one or more of the Company's  
products. See "Business -- Trademarks and Patents."                             

POTENTIAL SALES AND EARNINGS VOLATILITY                                         

The Company's sales and earnings continue to be subject to potential  
volatility based upon, among other things: (i) the adverse effect of            
distributors' or the Company's failure, and allegations of their failure, to    
comply with applicable regulations, which have in the past and could again in   
the future result in the removal of certain products from sale in certain       
countries, either temporarily or permanently; (ii) the negative impact of       
changes in or interpretations of regulations that may limit or restrict the sale
of certain of the Company's products, the expansion of its operations into new  
markets and the introduction of its products into each such market; (iii) the   
inability of the Company to introduce new products or the introduction of new   
products by the Company's competitors; (iv) general conditions in the           
nutritional supplement industry; and (v) consumer perceptions of the Company's  
products and operations. In particular, because the Company's products are      
ingested by consumers, the Company is highly dependent upon consumers'          
perception of the safety and quality of its products. As a result, substantial  
negative publicity concerning one or more of the Company's products or other    
nutritional supplements similar to the Company's products could adversely affect
the Company's results of operations or financial condition. See "-- Effect of   
Unfavorable Publicity."                                                         

The Company's business is, to some extent, seasonal, with lower sales 
typically realized during the first and second fiscal quarters and higher sales 
typically realized during the third and fourth fiscal quarters. The Company     
believes such fluctuations in sales are the result of greater marketing and     
promotional activities toward the end of each fiscal year, customer buying      
patterns, and consumer spending patterns related primarily to consumers'        
interest in achieving personal health and fitness goals after the beginning of  
each new calendar year and before the summer fashion season. See "Management's  
Discussion and Analysis of Financial Condition and Results of                   
Operations -- Seasonality."                                                     

COMPETITION                                                                     

The nutritional supplement industry is highly competitive. Numerous   
companies compete with the Company in the development, manufacture and marketing
of nutritional supplements. In addition, large pharmaceutical companies and     
packaged food and beverage companies compete with the Company on a limited basis
in the nutritional supplement market. Increased competition from such companies 
could have a material adverse effect on the Company as they have greater        
financial and other resources available to them and possess extensive           
manufacturing, distribution and marketing capabilities far greater than those of
the Company. See "Business -- Competition."                                     

DEPENDENCE ON KEY PERSONNEL                                                     

  The Company believes that its continued success depends to a significant
extent on the management and other skills of Richard B. Bizzaro, the Chief      
Executive Officer and President, and Robert K. Reynolds, the Chief Operating    
Officer, Executive Vice President and Secretary, as well as its ability to      
retain or attract other skilled personnel. The loss or unavailability of the    
services of Mr. Bizzaro and Mr. Reynolds could have a material adverse effect on
the Company. See "Management -- Employment Agreements."                         

NO PRIOR PUBLIC MARKET                                                          

 Prior to the Offerings, there has been no public market for the Class A
Common Stock. The initial public offering price for the Class A Common Stock has
been determined by negotiations among the Company, the U.S. Underwriters and the
Managers based on factors described in this Prospectus under "Underwriting."    

12

424B1
13th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 13th

CONTROL BY PRINCIPAL STOCKHOLDER                                                

   After the Offerings, the Parent will own all of the outstanding shares of
Class B Common Stock representing 95.0% of the aggregate voting power of all    
outstanding shares of Common Stock of the Company. In addition, pursuant to     
certain shareholders agreements, Hornchurch Investments Limited ("Hornchurch"), 
Bayonne Settlement and Mr. Ronald Corey have agreed to vote all of their shares 
of Common Stock as directed by the Parent. As a result, the Parent will control 
96.0% of the aggregate voting power of all outstanding shares of Common Stock of
the Company and will be in a position to exercise control over the Company and  
to determine the outcome of all matters required to be submitted to stockholders
for approval (except as otherwise provided by law or by the Company's amended   
and restated certificate of incorporation (the "Certificate of Incorporation")  
or amended and restated bylaws (the "Bylaws")) and otherwise to direct and      
control the operations of the Company. See "Principal Stockholders" and "Certain
Relationships and Related Party Transactions."                                  

ANTI-TAKEOVER CONSIDERATIONS                                                    

After consummation of the Offerings, the Parent will own approximately
65.8% of the shares of the outstanding Common Stock (63.5% if the U.S.          
Underwriters' over-allotment option is exercised in full). Accordingly, the     
Company will not be able to engage in any strategic transactions without the    
approval of the Parent. Even if the Parent's interest in the Company were       
reduced below such level, the Company's Certificate of Incorporation and Bylaws 
contain certain provisions that could make it more difficult for a third party  
to acquire, or discourage a third party from attempting to acquire, control of  
the Company. Such provisions could limit the price that certain investors might 
be willing to pay in the future for shares of Common Stock. Certain of such     
provisions allow the Company to issue preferred stock with rights senior to     
those of the Common Stock and impose various procedural and other requirements  
which could make it more difficult for stockholders to effect certain corporate 
actions. See "Certain Relationships and Related Party Transactions" and         
"Description of Capital Stock."                                                 

SHARES ELIGIBLE FOR FUTURE SALE                                                 

   Future sales of substantial amounts of Class A Common Stock in the public
market could adversely affect market prices of the Class A Common Stock. Upon   
the closing of the Offerings, there will be 8,171,851 shares of Class A Common  
Stock outstanding and 15,687,432 shares of Class B Common Stock outstanding. The
5,600,000 shares of Class A Common Stock sold in the Offerings will be freely   
tradeable without restriction or further registration under the Securities Act, 
unless held by an "affiliate" of the Company as that term is defined in Rule 144
promulgated under the Securities Act ("Rule 144"), which shares will be subject 
to the resale limitations of Rule 144. Of the shares outstanding upon the       
closing of the Offerings, 18,259,283 will be deemed "restricted securities"     
under Rule 144 and may not be sold unless they are registered under the         
Securities Act or unless an exemption from registration, such as the exemption  
provided by Rule 144, is available. Upon expiration of the lock-up agreements   
described below, 17,245,034 shares of Common Stock will become available for    
sale in the public market, subject to volume and manner of sale limitations     
pursuant to Rule 144 and 1,465,690 of such shares will be freely tradeable under
Rule 144.                                                                       

 The Company and all of its current stockholders, directors and officers
have agreed that they will not offer, sell, contract to sell, pledge or         
otherwise dispose of, directly or indirectly, or file, or cause to be filed,    
with the Securities and Exchange Commission a registration statement under the  
Securities Act of 1933, as amended (the "Securities Act"), relating to any      
additional shares of its Common Stock or securities convertible into or         
exchangeable or exercisable for any shares of its Common Stock, or publicly     
disclose the intention to make any such offer, sale, pledge, disposal or filing,
without the prior written consent of Credit Suisse First Boston Corporation for 
a period of 180 days after the date of this Prospectus, except, in the case of  
the Company, for grants of employee stock options or rights pursuant to a plan  
in effect on the date of this Prospectus, issuances pursuant to the exercise of 
such options or rights and any filing of a registration statement under the     
Securities Act with respect to any of the foregoing permitted issuances or      
grants.                                                                         

   No prediction can be made as to the effect, if any, that future sales, or
the availability of Class A Common Stock for future sales, will have on the     
market price of the Class A Common Stock from time to time. Sales of substantial
amounts of Class A Common Stock by the Company or by stockholders who hold      
restricted securities, or the perception that such sales may occur, could       
adversely affect market prices for the Class A Common Stock. See "Shares        
Eligible for Future Sale."                                                      

13

424B1
14th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 14th

USE OF PROCEEDS 

The net proceeds to the Company from the Offerings are estimated to be
approximately $55.8 million (after deducting underwriting discounts and         
commissions and estimated offering expenses) (or approximately $64.4 million if 
the U.S. Underwriters' and Managers' over-allotment options are exercised in    
full). The Company intends to apply the net proceeds of the Offerings as        
follows: (i) approximately $21.5 million, together with approximately $42.5     
million of borrowings under the New Credit Agreement, is expected to be used to 
repay all outstanding indebtedness under the Existing Credit Agreement; (ii)    
$18.3 million is expected to be paid in connection with the one-time dividend to
holders of shares of the Class B Common Stock (the "Class B Dividend"); and     
(iii) approximately $15.9 million is expected to be used to repay intercompany  
indebtedness owed to Parent, which indebtedness was incurred primarily in       
connection with certain acquisitions and taxes payable by the Parent on behalf  
of the Company pursuant to a tax sharing agreement. Borrowings under the        
Existing Credit Agreement bear interest at floating rates (at March 1, 1997,    
8.0% for the term note and 7.7% for the revolving line of credit) and maturing  
in January 2000. Of the approximately $15.9 million of intercompany indebtedness
owed to Parent, $15.0 million is represented by a note payable (the "Parent     
Note"), which bears interest at prime plus 1.00% and matures in January 2000.   
See "Management's Discussion and Analysis of Financial Condition and Results of 
Operations -- Liquidity and Capital Resources," and "Certain Relationships and  
Related Party Transactions -- Interest Paid to Parent." Pending application of  
the net proceeds of the Offerings as described above, the Company intends to    
invest such proceeds in short-term interest bearing instruments.                

DIVIDEND POLICY 

The Company intends to commence paying quarterly cash dividends at an 
initial annual rate of $0.15 per share. Upon completion of the Offerings, a     
quarterly dividend of $0.0375 per share is anticipated to be declared to be     
payable on June 15, 1997 to holders of all classes of Common Stock of record at 
the close of business on June 1, 1997. The Company's Board of Directors will    
determine dividend policy in the future based upon, among other things, the     
Company's results of operations, financial condition, contractual restrictions  
and other factors deemed relevant at the time. In addition, the Company expects 
to enter into a New Credit Agreement which will contain certain customary       
financial covenants that may limit the Company's ability to pay dividends on its
Common Stock. Accordingly, there can be no assurance that the Company will be   
able to sustain the payment of dividends in the future.                         

   Subject to completion of the Offerings, the Company intends to pay to the
Parent (the sole holder of Class B Common Stock) a one-time dividend in the     
amount of $18.3 million at the closing of the Offerings. The Class B Dividend is
not indicative of the Company's future dividend policy. See "Use of Proceeds"   
and "Certain Relationships and Related Party Transactions -- Class B Dividend." 

In the past, the Company made distributions to the Parent. After the  
Offerings, the Company will no longer make distributions to the Parent in excess
of those declared to all stockholders of the Company.                           

14

424B1
15th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 15th

DILUTION

    At February 28, 1997, the net tangible book value of the Company was $13.6
million, or $0.79 per share, representing the $40.3 million net book value less 
trademarks, goodwill, and other acquired intangibles of $26.7 million, divided  
by 17,245,036 shares of Common Stock outstanding. After giving effect to the    
Offerings, the application of the estimated net proceeds therefrom as described 
under "Use of Proceeds," the pro forma net tangible book value of the Company at
February 28, 1997 would have been $53.6 million or $2.24 per share representing 
the net tangible book value as adjusted to give effect to the Offerings divided 
by 23,859,283 shares of Common Stock outstanding. This represents an immediate  
increase in pro forma net tangible book value of $1.45 per share to existing    
stockholders and an immediate dilution in pro forma net tangible book value of  
$8.76 per share to purchasers of Class A Common Stock in the Offerings, as      
illustrated in the following table:                                             

                                                                [Download Table]

                                                                        FEBRUARY  
                                                                           28,    
                                                                          1997    
                                                                       -----------
                                                                                  
Assumed initial offering price................................           $ 11.00  
  Net tangible book value before the Offerings................ $0.79              
  Increase attributable to new investors......................  1.45              
                                                               ------             

Pro forma net tangible book value after the Offerings.........              2.24  
                                                                        --------  
Dilution to new investors.....................................           $  8.76  
                                                                        ========  

     The following table sets forth at February 28, 1997, the difference between
existing stockholders immediately prior to the Offerings and the purchasers of  
shares in the Offerings with respect to the number of shares purchased from the 
Company, the total consideration paid, and the average price per share paid. The
calculations in the following table with respect to shares of Class A Common    
Stock to be purchased in the Offerings reflect an initial public offering price 
of $11.00:                                                                      

                                                        [Enlarge/Download Table]

                                     SHARES PURCHASED        TOTAL CONSIDERATION      AVERAGE 
                                  ----------------------     -------------------     PER SHARE
                                    NUMBER       PERCENT     AMOUNT      PERCENT       PRICE  
                                  ----------     -------     -------     -------     ---------
                                           (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)          
                                                                                              
Existing stockholders............ 18,259,283       76.5%     $20,004       24.5%      $  1.10 
New stockholders.................  5,600,000       23.5       61,600       75.5         11.00 
                                  ----------      -----      -------      -----               
  Total.......................... 23,859,283      100.0%     $81,604      100.0%              
                                  ==========      =====      =======      =====               

   The calculations set forth above exclude an aggregate of 1,604,000 shares
of Class A Common Stock reserved for issuance under the Equity Plan and 182,717 
shares of Class A Common Stock issuable to certain senior executives of the     
Company pursuant to the Management Incentive Agreements but include 972,247     
shares of Class A Common Stock issuable upon consummation of the Offerings to   
certain senior executives of the Company pursuant to the Management Incentive   
Agreements and approximately 42,000 shares of Class A Common Stock to be issued 
to certain employees of the Company who have a minimum service period of six    
months. See "Management -- Equity Plan" and " -- Management Incentive           
Agreements."                                                                    

15

424B1
16th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 16th

CAPITALIZATION

The following table sets forth the capitalization of the Company at   
February 28, 1997 and as adjusted to give effect to (i) the stock split and the 
exchange of the outstanding common stock of Weider Nutrition for Common Stock   
and (ii) the Offerings and application of a portion of the proceeds therefrom to
reduce certain indebtedness of the Company and pay the Class B Dividend. See    
"Use of Proceeds," "Management's Discussion and Analysis of Financial Condition 
and Results of Operations -- Liquidity and Capital Resources" and the           
consolidated financial statements and the notes thereto included elsewhere in   
this Prospectus.                                                                

                                                        [Enlarge/Download Table]

                                                                  FEBRUARY 28, 1997    
                                                               ------------------------
                                                                ACTUAL      AS ADJUSTED
                                                               --------     -----------
                                                                (DOLLARS IN THOUSANDS) 
                                                                                       
Current portion of long-term debt............................. $  7,456      $   3,456 
Payable to Parent.............................................      925             -- 
                                                                -------        ------- 
     Total short-term obligations.............................    8,381          3,456 
                                                                -------        ------- 
Long-term debt:                                                                        
  Existing Credit Agreement...................................   60,007             -- 
  New Credit Agreement(1).....................................       --         44,114 
  Parent Note.................................................   15,000             -- 
  Notes payable...............................................    1,765          1,765 
  Mortgage loan...............................................    2,910          2,910 
  Other.......................................................      225            225 
                                                                -------        ------- 
     Total long-term debt.....................................   79,907         49,014 
                                                                -------        ------- 
Stockholders' equity(2):                                                               
  Preferred Stock, par value $.01 per share; shares                                    
     authorized -- 10,000,000 actual and as adjusted; shares                           
     outstanding -- 0 actual and 0 as adjusted................       --             -- 
  Class A Common Stock, par value $.01 per share; shares                               
     authorized -- 50,000,000 actual and as adjusted; shares                           
     outstanding -- 1,195.17 actual and 8,171,851 shares as                            
     adjusted(1)..............................................        1             82 
  Class B Common Stock, par value $.01 per share; shares                               
     authorized -- 25,000,000 shares actual and as adjusted;                           
     shares outstanding -- 0 actual and 15,687,432 as                                  
     adjusted.................................................       --            157 
  Additional paid-in-capital..................................    4,480         71,187 
  Foreign currency translation adjustment.....................     (131)          (131)
  Retained earnings (deficit).................................   35,953          8,922 
                                                                -------        ------- 
     Total stockholders' equity(3)............................   40,303         80,217 
                                                                -------        ------- 
          Total capitalization................................ $128,591      $ 132,687 
                                                                =======        ======= 

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

(1) Includes approximately $42.5 million borrowed to repay a portion of the     
Existing Credit Agreement as well as $1.6 million in net borrowings in  
connection with the Management Incentive Agreements.                    
See"Management -- Management Incentive Agreements."                     

(2) Total stockholders' equity at February 28, 1997, as adjusted, gives effect  
  to certain one-time compensation expenses estimated at approximately $14.5
    million ($8.7 million, net of tax) associated with conversion of performance
units granted to certain senior executive officers under the Company's  
  Management Incentive Agreements upon consummation of the Offerings and the
  issuance of approximately 42,000 shares of Class A Common Stock to certain
employees who have a minimum service period of six months. See          
"Management -- Equity Plan" and "-- Management Incentive Agreements."   

(3) Excludes an aggregate of 1,604,000 shares of Class A Common Stock reserved  
for issuance under the Equity Plan and 182,717 shares of Class A Common 
  Stock issuable to certain senior executives of the Company pursuant to the
Management Incentive Agreements but includes 972,247 shares of Class A  
  Common Stock issuable upon consummation of the Offerings to certain senior
 executives of the Company pursuant to the Management Incentive Agreements
  and the issuance of approximately 42,000 shares of Class A Common Stock to
certain employees who have a minimum service period of six months. See  
"Management -- Equity Plan" and "-- Management Incentive Agreements."   

16

424B1
17th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 17th

THE COMPANY 

  The Company's business began as the nutritional products division of the
Parent, Weider Health and Fitness, the principal stockholder of the Company. The
predecessor of the Parent was formed by Joe Weider in 1940. The nutritional     
products division, along with the Parent's publications and exercise equipment  
divisions, established the Weider name as a leading brand in the health and     
fitness industry. In particular, the nutritional products division pioneered    
under the Weider brand name the manufacturing and marketing of nutritional      
supplements intended to enhance athletic performance and support muscle growth. 
Such products were initially targeted specifically at weightlifters and         
bodybuilders and were sold primarily through health food stores and gyms. In    
addition, through its acquisition of Tiger's Milk in 1986, the Company began    
marketing one of the most established and widely recognized healthy snack bars. 
In order to capitalize on the growing health and fitness industry, the Parent   
formed the Company in 1989 in connection with Parent's designation of its three 
principal business divisions (Sporting Goods, Nutrition and Publications) as    
independent subsidiaries.                                                       

As an independent subsidiary, the Company expanded its product line to
target a broader range of consumers and began pursuing a multi-brand,           
multi-channel strategy to complement its Weider-brand nutritional supplements.  
Accordingly, the Company pursued a strategic program to acquire brands and      
related business lines and has acquired and integrated eight businesses since   
1989. Following its acquisition of Schiff in 1989, the Company began marketing a
variety of forms of vitamins, minerals and herbs under the Schiff brand name.   
The additional acquisitions of certain assets from National Institute of        
Nutrition ("Nion"), American Body Building and Natural Nectar (now doing        
business as American Nutrition Bars, Inc.) by the Company in 1995 and 1996      
position the Company as a fully integrated manufacturer and marketer of powdered
drink mixes, capsules and tablets, beverages and nutrition bars. These three    
acquisitions, along with the acquisition of certain assets of Weider Europe B.V.
and Craven Health & Fitness, Ltd., formerly Weider Health & Fitness, Ltd.       
("Weider U.K."), contributed $54.6 million in sales and $15.6 million in        
incremental EBITDA in fiscal 1996, representing 29% of the Company's net sales  
and 46% of the Company's EBITDA, respectively, in fiscal 1996. See "Certain     
Relationships and Related Party Transactions." The four acquisitions completed  
since January 1, 1995 that have contributed to fiscal 1996 net sales are        
described in the following table:                                               

                                                        [Enlarge/Download Table]

                                                             ACQUISITION      FISCAL 1996 
                       ACQUISITIONS                              DATE            SALES    
----------------------------------------------------------  --------------    ------------
                                                                (DOLLARS IN THOUSANDS)    
                                                                                          
American Body Building....................................  January 1995        $ 21,847  
Nion......................................................  June 1995             26,399  
American Nutrition Bars...................................  October 1995           3,839  
Weider U.K................................................  January 1996           2,470  

    The Company intends to continue its strategy of acquiring branded products
to enhance its established brands and balanced distribution channels. Effective 
January 1, 1997, the Company acquired the assets of Science Foods, Inc.         
("Science Foods"), previously a competitor of the Company in the sports         
nutrition (beverages) market, for cash of $3.9 million and the assumption of    
$700,000 in indebtedness. In addition, the Company intends to expand its        
multi-brand, multi-channel strategy in international markets. Effective         
September 1, 1996, the Company acquired trademarks and nutritional supplement   
operations providing distribution capabilities in primarily Spain and Portugal  
for a total purchase price of $3.4 million. Such operations and assets are      
hereinafter referred to as "Weider Spain." In addition, the Company acquired    
certain assets and foreign distribution rights from Weider Sports Equipment Co.,
Ltd., a Canadian company ("Weider Sports Equipment") for $4.0 million in        
September 1996 ($3.0 million was paid in cash and $1.0 million was in the form  
of an earnout to be paid $40,000 per month for 25 months). Such assets and      
distribution rights are hereinafter referred to as "Weider Canada." Through its 
nutritional supplements business, Weider Canada currently markets nutritional   
supplements to South America, Eastern Europe, Africa and the Pacific Rim. The   
Weider Spain and Weider Canada assets generated sales of $3.8 million and $5.6  
million, respectively, for fiscal 1996. The Company's acquisitions of certain   
assets in Spain and Canada, when combined with the assets acquired from Weider  
U.K., provide the Company with the rights to manufacture and market nutritional 
supplements worldwide, excluding Australia, New Zealand, Japan, and South       
Africa. The rights to manufacture and market nutritional supplements in         
Australia, New Zealand, Japan and South Africa are held by third parties        
pursuant to certain agreements. See "Certain Relationships and Related Party    
Transactions -- Certain International Acquisitions and Royalty Arrangements."   

17

424B1
18th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 18th

SELECTED FINANCIAL DATA 
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 

     The following selected consolidated financial data at May 31, 1995 and 1996
and for the fiscal years ended May 31, 1994, 1995 and 1996 have been derived    
from the Company's consolidated financial statements, which have been audited by
Deloitte & Touche LLP, independent auditors, whose report thereon is included   
elsewhere in this Prospectus. The following selected consolidated financial data
at May 31, 1992, 1993 and 1994 and for the fiscal years ended May 31, 1992 and  
1993 are derived from the audited consolidated financial statements of the      
Parent. The selected consolidated financial data at February 28, 1997 and for   
the nine months ended February 28, 1996 and 1997 have been derived from         
unaudited consolidated financial statements of the Company. In the opinion of   
the Company, its unaudited consolidated financial statements have been prepared 
on the same basis as the audited consolidated financial statements and include  
all adjustments, consisting only of normal recurring adjustments, necessary for 
a fair presentation of the financial position and results of operation for such 
periods. Results for the nine months ended February 28, 1997 have not been      
audited and are not necessarily indicative of results to be expected for the    
full fiscal year. The financial data should be read in conjunction with, and are
qualified in their entirety by, the consolidated financial statements and notes 
thereto included elsewhere in this Prospectus. See "Management's Discussion and 
Analysis of Financial Condition and Results of Operations."                     

                                                        [Enlarge/Download Table]

                                                                                                             NINE MONTHS ENDED     
                                                                 FISCAL YEAR ENDED MAY 31,                      FEBRUARY 28,       
                                                    ----------------------------------------------------    --------------------   
                                                     1992       1993       1994       1995        1996        1996        1997     
                                                    -------    -------    -------    -------    --------    --------    --------   
                                                                                                                (UNAUDITED)        
                                                                                                                                   
INCOME STATEMENT DATA:                                                                                                             
  Net sales.......................................  $58,170    $63,144    $67,870    $90,927    $186,405    $128,448    $151,407   
  Cost of goods sold..............................   33,827     37,002     39,287     55,411     116,177      80,419      94,008   
                                                    -------    -------    -------    -------    ---------   --------    ---------  
  Gross profit....................................   24,343     26,142     28,583     35,516      70,228      48,029      57,399   
  Impairment of intangible assets(1)..............       --         --         --         --          --          --       2,095   
  Operating expenses..............................   18,385     19,036     20,344     24,226      41,068      28,191      36,750   
                                                    -------    -------    -------    -------    ---------   --------    ---------  
    Total operating expenses......................   18,385     19,036     20,344     24,226      41,068      28,191      38,845   
                                                    -------    -------    -------    -------    ---------   --------    ---------  
  Income from operations..........................    5,958      7,106      8,239     11,290      29,160      19,838      18,554   
  Other income (expense):                                                                                                          
    Interest, net.................................     (677)      (170)      (245)    (1,079)     (3,736)     (2,748)     (4,673)  
    Other.........................................     (933)      (950)    (1,015)       147        (253)       (177)       (423)  
                                                    -------    -------    -------    -------    ---------   --------    ---------  
        Total.....................................   (1,610)    (1,120)    (1,260)      (932)     (3,989)     (2,925)     (5,096)  
                                                    -------    -------    -------    -------    ---------   --------    ---------  
  Income before income taxes......................    4,348      5,986      6,979     10,358      25,171      16,913      13,458   
  Provision for income taxes......................    1,750      2,423      2,845      4,266      10,207       6,858       5,383   
                                                    -------    -------    -------    -------    ---------   --------    ---------  
  Net income......................................  $ 2,598    $ 3,563    $ 4,134    $ 6,092    $ 14,964    $ 10,055    $  8,075   
                                                    =======    =======    =======    =======    =========   ========    =========  
  Pro forma net income per common and common                                                                                       
    equivalent share(2)...........................       --         --         --         --    $   0.79          --    $   0.43   
  Pro forma common and common equivalent shares                                                                                    
    outstanding(2)................................       --         --         --         --    18,908,672        --    18,908,672 
  Supplemental pro forma net income per common and                                                                                 
    common equivalent share(3)....................       --         --         --         --    $   0.69(4)       --    $   0.41(4)
  Supplemental pro forma common and common                                                                                         
    equivalent shares outstanding(3)..............       --         --         --         --    23,859,283        --    23,859,283 
OTHER DATA:                                                                                                                        
  EBITDA (5)......................................  $ 6,435    $ 7,429    $ 8,629    $13,438    $ 33,908    $ 23,216    $ 24,651   
  Capital expenditures............................      380      1,469      5,171      1,295       6,084       5,434       6,343   
  Net sales increase..............................       --%         9%         7%        34%        105%         --%         18%  
  Income from operations increase(6)..............       --         19         16         37         158          --           4   
  Net income increase (decrease)(6)...............       --         37         16         47         146          --          (7)  

                                                        [Enlarge/Download Table]

                                                                                   MAY 31,                FEBRUARY 28, 1997
                                                                      ----------------------------------  -----------------
                                                                       1994         1995          1996         ACTUAL      
                                                                      -------      -------      --------  -----------------
                                                                                                             (UNAUDITED)   
                                                                                                                           
BALANCE SHEET DATA:                                                                                                        
  Cash and cash equivalents.......................................... $     2      $ 2,272      $  1,592      $   1,065    
  Working capital....................................................  14,082       25,044        47,505         61,802    
  Total assets.......................................................  39,548       70,048       133,147        148,685    
  Total debt.........................................................   7,410       28,616        68,054         88,288    
  Total stockholders' equity.........................................  22,946       28,100        39,332         40,303    

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

(1) Reflects an impairment of intangible assets recognized as a result of       
adopting SFAS No. 121.                                                  

(2) Gives effect to the 14,428.9-for-one stock split and the issuance of        
1,666,636 shares of Class A Common Stock as part of the Offerings, the  
 proceeds from which would be necessary to pay the one-time, $18.3 million
Class B Dividend; otherwise does not give effect to the Offerings.      

(3) Gives effect to (i) the Offerings and the application of the net proceeds   
   therefrom, including the one-time, $18.3 million Class B Dividend, (ii) the
issuance of 972,247 shares of Class A Common Stock pursuant to the      
Management Incentive Agreements, and (iii) the issuance of approximately
42,000 shares of Class A Common Stock to certain employees who have a   
  minimum service period of six months. Does not give effect to the one-time
    compensation expense estimated at approximately $14.5 million ($8.7 million,
   net of tax) arising from (a) the conversion of performance units granted to
   certain senior executive officers under the Management Incentive Agreements
   upon consummation of the Offerings, or (b) certain other stock grants to be
  effected upon consummation of the Offerings. See "Management -- Management
Incentive Agreements," "-- Equity Plan" and "Use of Proceeds."          

(4) Reflects the retirement of debt with the proceeds of the Offerings as if    
   such debt were retired at the beginning of the period, which would have the
    effect of reducing after-tax interest expense by $1.4 million in fiscal 1996
 and $1.6 million in the nine months ended February 28, 1997. The one-time
  $14.5 million, ($8.7 million, net of taxes) compensation expense described
    in note 3 above will take effect upon consummation of the Offerings; this is
   expected to impact the Company's net income and stockholders' equity in the
   fourth quarter of fiscal 1997. Giving pro forma effect to such compensation
    expense would reduce supplemental pro forma net income per common and common
equivalent share by approximately $0.36.                                

(5) EBITDA is presented because it is a widely accepted financial indicator used
 by certain investors and analysts to analyze and compare companies on the
basis of operating performance. EBITDA is not intended to represent cash
flows for the period, nor has it been presented as an alternative to    
   operating income as an indicator of operating performance and should not be
considered in isolation or as a substitute for measures of performance  
prepared in accordance with generally accepted accounting principles.   

(6) The nine month period ended February 28, 1997 excludes the impairment of    
intangible assets loss of $2.1 million ($1.3 million, net of taxes)     
described in note 1 above.                                              

18

424B1
19th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 19th

MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

  The following discussion and analysis should be read in conjunction with
the consolidated financial statements, including the notes thereto, appearing   
elsewhere in this Prospectus.                                                   

OVERVIEW                                                                        

     The Company experienced growth in sales over the past two fiscal years. Net
sales were $67.9 million, $90.9 million and $186.4 million for fiscal 1994, 1995
and 1996, respectively. The Company's net sales and net income for the two year 
period ended May 31, 1996 increased at compound annual growth rates of 65.7% and
90.3%, respectively. The Company's significant growth has been a result of      
increased demand for the Company's products, the Company's increased penetration
of the growing mass volume retail distribution channel, an aggressive           
acquisition strategy and new product introductions. The Company acquired a      
number of businesses in 1995 and 1996 which contributed to the Company's growth.
For example, acquisitions in 1996 contributed $54.5 million in net sales and    
$14.8 million in operating income. Excluding acquisitions, the Company's        
internal net sales and net income grew at compound annual growth rates of 39.3% 
and 33.2%, respectively, for the two year period ended May 31, 1996.            

     The Company has not experienced revenue and net income growth during fiscal
1997 at the rates experienced in 1996 because of manufacturing and distribution 
capacity constraints, fewer acquisitions and decreased sales of melatonin. The  
nutritional supplement industry is influenced by products, such as melatonin,   
that can become popular due to changing consumer tastes and heightened media    
attention. The Company sold $13.3 million in melatonin during the first nine    
months of fiscal 1996 as compared to $6.8 million during the first nine months  
of fiscal 1997. In addition, the Company has made significant investments in    
manufacturing and distribution infrastructure in fiscal 1997 to support future  
growth. These expenditures include higher depreciation associated with          
additional capital equipment, as well as costs associated with hiring additional
personnel and upgrading information systems. As a result, operating expenses    
have increased in fiscal 1997 as compared to historical levels. The Company is  
also building the New Facility that is expected to become operational in mid-   
1997 and will more than double current manufacturing and operating capacity     
enabling the Company to meet demand associated with the growth of the           
nutritional supplements industry.                                               

  In the fourth quarter of fiscal 1997, the Company will record a one-time
$14.5 million ($8.7 million, net of taxes) compensation expense primarily       
arising from the conversion of performance units granted to certain senior      
executive officers upon consummation of the Offerings. See                      
"Management -- Management Incentive Agreements,"  "-- Equity Plan" and "Use of  
Proceeds."                                                                      

The foregoing information is "forward-looking" and there can be no    
assurance that the future results covered by such forward-looking statements    
will be achieved. See "Risk Factors."                                           

   The following table shows selected items expressed on an actual basis and
as a percentage of net sales for the periods indicated:                         

                                                        [Enlarge/Download Table]

                                             FISCAL YEAR ENDED MAY 31,                        NINE MONTHS ENDED FEBRUARY 28,     
                             ---------------------------------------------------------    -------------------------------------- 
                                   1994                1995                1996                 1996                 1997        
                             ----------------    ----------------    -----------------    -----------------    ----------------- 
                                                                   (DOLLARS IN THOUSANDS)                                        
                                                                                                                                 
Net sales................... $67,870    100.0%   $90,927    100.0%   $186,405    100.0%   $128,448    100.0%   $151,407    100.0%
Cost of goods sold..........  39,287     57.9     55,411     60.9     116,177     62.3      80,419     62.6      94,008     62.1 
                             -------    -----    -------    -----    --------    -----    --------    -----    --------    ----- 
Gross profit................  28,583     42.1     35,516     39.1      70,228     37.7      48,029     37.4      57,399     37.9 
Impairment of intangible                                                                                                         
  assets....................      --       --         --       --          --       --          --       --       2,095      1.4 
Operating expenses..........  20,344     30.0     24,226     26.6      41,068     22.0      28,191     21.9      36,750     24.2 
                             -------    -----    -------    -----    --------    -----    --------    -----    --------    ----- 
Total operating expenses....  20,344     30.0     24,226     26.6      41,068     22.0      28,191     21.9      38,845     25.6 
                             -------    -----    -------    -----    --------    -----    --------    -----    --------    ----- 
Income from operations......   8,239     12.1     11,290     12.4      29,160     15.6      19,838     15.4      18,554     12.3 
Other expense...............   1,260      1.9        932      1.0       3,989      2.1       2,925      2.3       5,096      3.4 
Provision for income                                                                                                             
  taxes.....................   2,845      4.2      4,266      4.7      10,207      5.5       6,858      5.3       5,383      3.6 
                             -------    -----    -------    -----    --------    -----    --------    -----    --------    ----- 
Net income.................. $ 4,134      6.1%   $ 6,092      6.7%   $ 14,964      8.0%   $ 10,055      7.8%   $  8,075      5.3%
                             =======    =====    =======    =====    ========    =====    ========    =====    ========    ===== 

19

424B1
20th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 20th

RESULTS OF OPERATIONS                                                           

Nine Months Ended February 28, 1997 Compared to the Nine Months Ended February  
28, 1996.                                                                       

   Net Sales.  Net sales increased 17.9% to $151.4 million in the nine month
period ended February 28, 1997 from $128.4 million in the nine month period     
ended February 28, 1996. The increase in net sales resulted primarily from      
increased distribution to mass volume retailers, increased volumes with private 
label customers and the growth of the Company's international operations.       

     The Company acquired three manufacturing and distribution operations in the
nine months ended February 28, 1997 and three manufacturing operations in the   
nine months ended February 28, 1996. The combined sales for the operations      
acquired in the nine months ended February 28, 1997 amounted to approximately   
$5.8 million in the nine months ended February 28, 1997 compared to combined    
sales for the operations acquired in the nine months ended February 28, 1996 of 
approximately $21.1 million in the nine months ended February 28, 1996.         

The following table show comparative net sales results categorized by 
distribution channel on an actual basis and as a percentage of net sales for the
periods indicated:                                                              

                                                        [Enlarge/Download Table]

                                                    NINE MONTHS ENDED FEBRUARY 28,       
                                               ----------------------------------------- 
                                                      1996                   1997        
                                               ------------------     ------------------ 
                                                        (DOLLARS IN THOUSANDS)           
                                                                                         
Mass volume retailers......................... $ 45,497      35.4%    $ 54,356      35.9%
Health food...................................   34,722      27.0       31,006      20.5 
Private label.................................   27,928      21.8       34,329      22.7 
International markets.........................    2,680       2.1       11,704       7.7 
Other.........................................   17,621      13.7       20,012      13.2 
                                               --------     -----     --------     ----- 
          Total............................... $128,448     100.0%    $151,407     100.0%
                                               ========     =====     ========     ===== 

Sales to mass volume retailers, private label customers, international
markets and other distribution channels increased in the nine month period ended
February 28, 1997 compared to the nine month period ended February 28, 1996.    
Sales in the health food channel decreased in the nine month period ended       
February 28, 1997 compared to the nine month period ended February 28, 1996     
primarily as a result of manufacturing capacity constraints. Sales to mass      
volume retailers increased approximately 19.6% to $54.4 million in the nine     
month period ended February 28, 1997 from $45.5 million in the nine month period
ended February 28, 1996. The increase in sales to mass volume retailers resulted
primarily from increased penetration of the market and the introduction of new  
products. Sales to health food distributors decreased approximately 10.7% to    
$31.0 million in the nine month period ended February 28, 1997 from $34.7 in the
nine month period ended February 28, 1996. The decrease in sales to health food 
distributors resulted primarily from limitations on the Company's capsule and   
tablet manufacturing capacity as evidenced by unfilled orders to health food    
store customers. The New Facility is expected to provide the Company substantial
additional capsule and tablet manufacturing capacity. Sales to private label    
customers increased 22.9% to $34.3 million in the nine month period ended       
February 28, 1997 from $27.9 million in the nine month period ended February 28,
1996. The increase in sales to private label customers resulted from increased  
volumes with existing customers.                                                

     Sales to international markets increased to $11.7 million in the nine month
period ended February 28, 1997 from $2.7 million in the nine month period ended 
February 28, 1996. The increase in sales to international markets resulted      
primarily from the Company's entrance into, and growth of, the U.K., Canadian   
and Spanish markets as a result of the acquisition of Weider U.K., Weider Canada
and Weider Spain, respectively. The increase in sales to other customers was    
primarily a result of additional sports drink sales volume to health clubs and  
gyms.                                                                           

    Gross Profit.  Gross profit increased approximately 19.6% to $57.4 million
in the nine month period ended February 28, 1997 from $48.0 million in the nine 
month period ended February 28, 1996. Gross profit as a percentage of net sales 
was 37.9% for the nine month period ended February 28, 1997 compared to 37.4%   
for the nine month period ended February 28, 1996. The increase in gross profit 
resulted primarily from a shift in the mix in product sales towards higher      
margin capsules and tablets and increased sales in higher margin distribution   

20

424B1
21st Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 21st

channels. Gross profit from sales price increases during the nine month period  
ended February 28, 1997 were offset by increases in certain raw material and    
other production costs.                                                         

  Operating Expenses.  Operating expenses increased approximately 37.8% to
$38.8 million in the nine month period ended February 28, 1997 from $28.2       
million in the nine month period ended February 28, 1996. The Company adopted   
SFAS No. 121 effective June 1, 1996 and, primarily as a result of the Company's 
decision to discontinue manufacturing and marketing products containing         
ephedrine in capsule and tablet form, the Company recognized an impairment of   
intangible assets loss of approximately $2.1 million ($1.3 million, net of tax).
The impaired assets primarily consist of intangible costs associated with the   
acquisitions of the Excel and Exceed brands. Operating expenses (excluding the  
intangible assets impairment loss) increased approximately 30.4% to $36.8       
million in the nine month period ended February 28, 1997 from $28.2 million in  
the nine month period ended February 28, 1996. Operating expenses (excluding the
intangible assets impairment loss) as a percentage of net sales were 24.2% for  
the nine month period ended February 28, 1997 compared to 21.9% for the nine    
month period ended February 28, 1996, primarily as a result of additional       
personnel, new information systems and depreciation of additional capital       
equipment to accommodate future growth. The Company determined the amount of the
intangible assets impairment loss for Excel based on the anticipated decline in 
revenues that will result from the discontinuance of products containing        
ephedrine. The Company anticipates minimal future revenues for Exceed brand     
products. Accordingly, the Company recognized an impairment loss for the related
intangible assets with questionable recoverability. During the nine month period
ended February 28, 1997, sales of Excel brand products were approximately $1.0  
million and sales of Exceed brand products were approximately $100,000. The     
Company believes that the impairment of these brands and the related decline in 
revenues will not have a material adverse effect on the Company's results of    
operations.                                                                     

    Selling and marketing expenses as a percentage of net sales were 15.5% for
the nine month period ended February 28, 1997 compared to 14.2% for the nine    
month period ended February 28, 1996. The increase in selling and marketing     
expenses resulted primarily from increased investment in additional sales       
personnel and certain royalty costs.                                            

    General and administrative expenses as a percentage of net sales were 6.8%
in the nine month period ended February 28, 1997 compared to 5.7% in the nine   
month period ended February 28, 1996 primarily as a result of costs associated  
with additional personnel.                                                      

Amortization of intangible assets expense remained relatively constant
during the nine month period ended February 28, 1997, as compared to the nine   
month period ended February 28, 1996. The Company currently amortizes goodwill  
over periods of 15 to 35 years. Research and development costs as a percentage  
of net sales remained relatively constant for the nine month period ended       
February 28, 1997 compared to the nine month period ended February 28, 1996.    

 Other Income (Expense).  Other income (expense) increased approximately
74.2% to ($5.1) million for the nine month period ended February 28, 1997 from  
($2.9) million for the nine month period ended February 28, 1996. The increase  
in other income (expense) consisted primarily of increased interest costs       
associated with additional indebtedness incurred in connection with the Weider  
U.K., Weider Canada and Science Foods acquisitions, increased working capital   
requirements and additions to property and equipment.                           

     Provision for Income Taxes.  Provisions for income taxes decreased 21.5% to
$5.4 million for the nine month period ended February 28, 1997 from $6.9 million
for the nine month period ended February 28, 1996. Income taxes as a percentage 
of pre-tax income amounted to approximately 40.0% for the nine month period     
ended February 28, 1997 compared to 40.5% for the nine month period ended       
February 28, 1996.                                                              

  Acquisitions.  The Company's operating results for the nine month period
ended February 28, 1997 include the effects of certain acquisitions that        
occurred immediately prior or subsequent to February 28, 1996. These            
acquisitions consisted of Weider U.K., Weider Canada, Weider Spain, and Science 
Foods, a producer and distributor of nutritional drinks. The acquisitions of    
Weider U.K. and Weider Canada represent related party transactions. See "Certain
Relationships and Related Party Transactions -- Certain Acquisitions."          

21

424B1
22nd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 22nd

The following table shows certain operating results for each of these 
acquisitions that are included in the Company's overall operating results for   
the nine month period ended February 28, 1997.                                  

                                                        [Enlarge/Download Table]

                                            WEIDER   WEIDER       WEIDER     SCIENCE 
                                             U.K.   SPAIN(1)     CANADA(1)   FOODS(2)
                                            ------  --------     ---------   --------
                                                     (DOLLARS IN THOUSANDS)          
                                                                                     
Net sales.................................. $4,921   $1,991       $ 2,718     $1,066 
Gross profit...............................  1,720    1,049           902        325 
Operating income...........................    456      358           236        106 

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

(1) Reflects only six months of operations.                                     
(2) Reflects only two months of operations.                                     

    Accounting Policies.  Effective June 1, 1996, the Company adopted SFAS No.
121, "Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed Of." The Company recognized an impairment loss of $2.1 million ($1.3   
million, net of tax) during the nine month period ending February 28, 1997.     

The Company evaluates the economic factors for determining requisite  
recovery periods for certain intangible assets on a case by case basis. The     
Company recognizes amortization of goodwill over periods of 15 to 35 years.     
Management determined that a 35 year life was appropriate for the goodwill of   
$2.8 million associated with the Science Foods acquisition. Management          
anticipates a similar life will be appropriate for goodwill associated with     
future acquisitions.                                                            

Fiscal Year Ended May 31, 1996 Compared to Fiscal Year Ended May 31, 1995       

   Net Sales.  Net sales increased approximately 105.1% to $186.4 million in
fiscal 1996 from $90.9 million in fiscal 1995. The increase in net sales in     
fiscal 1996 resulted primarily from increased distribution to mass volume       
retailers and greater contributions from the Company's acquisitions during      
fiscal 1996 than fiscal 1995.                                                   

 The Company acquired one manufacturing operation in fiscal 1995 and two
manufacturing operations and certain international rights to use the Weider name
in fiscal 1996. The combined sales for the operations acquired in fiscal 1996   
amounted to $32.7 million in fiscal 1996 compared to combined sales for the     
operations acquired in fiscal 1995 of $7.8 million in fiscal 1995.              

The following table shows comparative net sales results categorized by
distribution channel on an actual basis and as a percentage of net sales for the
fiscal years indicated:                                                         

                                                        [Enlarge/Download Table]

                                                       FISCAL YEAR ENDED MAY 31,         
                                                ---------------------------------------- 
                                                                                         
                                                      1995                   1996        
                                                -----------------     ------------------ 


                                                               (DOLLARS IN               
                                                                THOUSANDS)               
                                                                                         
Mass volume retailers.......................... $24,267      26.7%    $ 63,705      34.2%
Health food....................................  40,074      44.1       49,295      26.4 
Private label..................................  11,502      12.6       43,773      23.5 
International markets..........................   4,335       4.8        5,445       2.9 
Other..........................................  10,749      11.8       24,187      13.0 
                                                -------     -----     --------     ----- 
          Total................................ $90,927     100.0%    $186,405     100.0%
                                                =======     =====     ========     ===== 

Sales to mass volume retailers increased approximately 162.1% to $63.7
million in fiscal 1996 from $24.3 million in fiscal 1995. The increase in sales 
to mass volume retailers in fiscal 1996 resulted primarily from the Company     
obtaining new accounts, expanding distribution to existing accounts and         
introducing new branded products, including a line of melatonin products under  
the Schiff brand. Products introduced in the last fiscal year accounted for     
$38.8 million of the Company's fiscal 1996 net sales of which Schiff 's         
Melatonin contributed $18.9 million. Sales to health food stores increased      
approximately 22.9% to $49.3 million in fiscal 1996 from $40.1 million in fiscal
1995. The increase in sales to health food stores was primarily the result of   
the introduction of new branded products. Sales to private label customers      
increased approximately 280.9% to $43.8 million in fiscal 1996 from $11.5       
million in fiscal 1995. The increase in sales to private label customers was    
primarily due to the acquisition of Nion. Sales to international markets        
increased approximately 25.6% to                                                

22

424B1
23rd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 23rd

$5.4 million in fiscal 1996 from $4.3 million in fiscal 1995. The increase in   
sales to international markets resulted primarily from the acquisition of Weider
U.K. Sales to other customers increased approximately 126.2% to $24.2 million in
fiscal 1996 from $10.7 million in fiscal 1995. The increase in sales to other   
customers, including health clubs and gyms, was primarily attributable to the   
American Body Building acquisition in fiscal 1995.                              

    Gross Profit.  Gross profit increased approximately 97.8% to $70.2 million
in fiscal 1996 from $35.5 million in fiscal 1995. The increase in gross profit  
in fiscal 1996 resulted primarily from the approximately 105.0% increase in     
sales in fiscal 1996 from fiscal 1995. Gross margin decreased to 37.7% for      
fiscal 1996 from 39.1% for fiscal 1995, primarily as a result of shifts in      
product mix to lower margin beverages, nutrition bars and private label capsules
and tablets manufacturing, which was partially mitigated by increased           
manufacturing efficiencies, higher sales prices and increased concentration on  
branded capsules and tablets.                                                   

Operating Expenses.  Selling and marketing expenses, including sales, 
marketing, advertising and freight costs, increased approximately 71.6% to $26.6
million in fiscal 1996 from $15.5 million in fiscal 1995. The increase in       
selling and marketing expenses in fiscal 1996 resulted primarily from increased 
advertising and personnel required to handle higher volumes of products         
associated with increased sales and acquisitions in fiscal 1996. Selling and    
marketing expenses as a percentage of net sales were 14.3% in fiscal 1996       
compared to 17.0% in fiscal 1995. Advertising expenses increased 95.4% to $8.4  
million in fiscal 1996 from $4.3 million in fiscal 1995. The increase in        
advertising expenses resulted primarily from increased television, magazine and 
co-op advertising. Advertising expense as a percentage of net sales was 4.5% in 
fiscal 1996 compared to 4.7% in fiscal 1995.                                    

    General and administrative expenses increased approximately 75.8% to $10.9
million in fiscal 1996 from $6.2 million in fiscal 1995. The dollar increase in 
general and administrative expenses in fiscal 1996 resulted primarily from      
incremental expenses added by the acquisition of Nion and American Nutrition    
Bars. General and administrative expenses as a percentage of net sales were 5.9%
in fiscal 1996 compared to 6.8% in fiscal 1995. The decrease in general and     
administrative expenses as a percentage of net sales was primarily a result of  
increased sales volumes.                                                        

   The expense for amortization of intangible assets increased approximately
90.9% to $2.1 million for fiscal 1996 from $1.1 million for fiscal 1995. The    
increase in amortization of intangible assets resulted primarily from the Weider
U.K., Nion and American Nutrition Bars acquisitions in fiscal 1996 and the      
American Body Building acquisition in fiscal 1995. Amortization of intangible   
assets expense as a percentage of net sales was 1.1% in fiscal 1996 compared to 
1.2% in fiscal 1995.                                                            

 Other Income (Expense).  Other income (expense) increased approximately
329.2% to ($4.0) million in fiscal 1996 from ($932,000) in fiscal 1995. The     
increase in other income (expense) resulted primarily from an increase in       
interest expense of 236.4% to $3.7 million in fiscal 1996 from $1.1 million in  
fiscal 1995. Interest expense increased in fiscal 1996 as a result of the       
Company's incurrence of additional indebtedness in connection with the Weider   
U.K., Nion and American Nutrition Bars acquisitions and increased investment in 
inventory and fixed assets. The Company's total indebtedness, including the     
amounts payable to the Parent, increased approximately 138.1% to $68.1 million  
at May 31, 1996 from $28.6 million at May 31, 1995. This increase in total      
indebtedness resulted primarily from increased borrowing for acquisitions of    
$16.1 million and the Company's added investment in inventory and accounts      
receivable of $26.6 million due to overall growth in operations.                

Provision for Income Taxes.  Provision for income taxes increased     
approximately 137.2% to $10.2 million in fiscal 1996 from $4.3 million in fiscal
1995. The dollar increase in provision for income taxes resulted primarily from 
increased net sales in fiscal 1996 compared to fiscal 1995. Provision for income
taxes as a percentage of net sales was 5.5% in fiscal 1996 compared to 4.7% in  
fiscal 1995.                                                                    

Acquisitions.  Effective January 1, 1995, the Company acquired certain
assets of the nutritional drink business formerly owned by American Body        
Building. The Company's operating results for fiscal 1996 include the American  
Body Building acquisition for the entire fiscal year compared to the five months
of operations that were recorded in fiscal 1995. Results of operations for      
American Body Building recorded by the Company in fiscal 1996 were net sales of 
$21.8 million, gross profit of $4.1 million and incremental operating income of 
$3.1                                                                            

23

424B1
24th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 24th

million, compared to net sales of $7.8 million, gross profit of $1.9 million and
incremental operating income of $1.3 million in fiscal 1995.                    

Effective June 1, 1995, the Company acquired a capsule and tablet     
manufacturing operation formerly owned by Nion. Results of operations for Nion  
in fiscal 1996 were net sales of $26.4 million, gross profit of $13.3 million   
and incremental operating income of $11.5 million.                              

 Effective October 16, 1995, the Company acquired the American Nutrition
Bars' manufacturing facility. Results of operations for American Nutrition Bars 
in fiscal 1996 were net sales of $3.8 million, gross profit of $1.0 million and 
operating loss of $234,000.                                                     

Effective January 1, 1996, the Company acquired certain net assets and
customers in Europe from Weider U.K., a related party, for $1.5 million. See    
"Certain Relationships and Related Party Transactions -- Certain International  
Acquisitions and Royalty Arrangements." Net assets acquired amounted to $48,942 
and were recorded at their historical cost. The remaining excess purchase price 
of approximately $1.4 million plus other acquisition costs amounting to $250,000
were charged to retained earnings as a distribution of capital to the Parent.   
Results of operations in fiscal 1996 for this acquisition were sales of $2.5    
million, gross profit of $900,000 and incremental operating income of $400,000. 

     In connection with the acquisition of Weider U.K., the Company entered into
an agency agreement with a primary supplier of powdered drink mixes for European
operations. The agreement requires the supplier to provide working capital      
funds, to maintain ownership of all inventories and to provide all logistics and
administrative support. In return, the supplier is paid a declining percentage  
of profits. See "Business -- Strategy -- Penetration of International Markets." 

Fiscal Year Ended May 31, 1995 Compared to Fiscal Year Ended May 31, 1994       

 Net Sales.  Net sales increased approximately 33.9% to $90.9 million in
fiscal 1995 from $67.9 million in fiscal 1994. The increase in net sales        
resulted primarily from increased penetration of the mass volume retail         
distribution channel, which added $8.2 million to fiscal 1995 net sales, and    
increased private label powdered drink mix manufacturing, which added $3.6      
million to fiscal 1995 net sales. In addition, the midyear acquisition of       
American Body Building added $7.8 million to fiscal 1995 net sales.             

 The Company acquired one manufacturing operation in fiscal 1995 and the
rights to two brand names in fiscal 1994. The combined sales from the acquired  
manufacturing operation amounted to $7.8 million in fiscal 1995 compared to     
combined sales from the acquired brand names of $2.3 million in fiscal 1994.    

The following table shows comparative net sales results categorized by
distribution channel for the fiscal years indicated:                            

                                                        [Enlarge/Download Table]

                                                        FISCAL YEAR ENDED MAY 31,        
                                                 --------------------------------------- 
                                                       1994                  1995        
                                                 -----------------     ----------------- 
                                                         (DOLLARS IN THOUSANDS)          
                                                                                         
Mass volume retailers........................... $16,011      23.6%    $24,267      26.7%
Health food.....................................  37,241      54.9      40,074      44.1 
Private label...................................   7,915      11.7      11,502      12.6 
International markets...........................   2,539       3.7       4,335       4.8 
Other...........................................   4,164       6.1      10,749      11.8 
                                                 -------     -----     -------     ----- 
          Total................................. $67,870     100.0%    $90,927     100.0%
                                                 =======     =====     =======     ===== 

Sales to mass volume retailers increased approximately 51.9% to $24.3 
million in fiscal 1995 from $16.0 million in fiscal 1994, due primarily to the  
introduction of new branded products. The increase in sales to other customers, 
including health clubs and gyms, was due primarily to the acquisition of        
American Body Building.                                                         

    Gross Profit.  Gross profit increased approximately 24.1% to $35.5 million
in fiscal 1995 from $28.6 million in fiscal 1994. The increase in gross profit  
in fiscal 1995 resulted primarily from the acquisition of American Body Building
in fiscal 1995 and was offset in part by smaller gross margins associated with  
American                                                                        

24

424B1
25th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 25th

Body Building's product lines. Gross margin decreased slightly to 39.1% in      
fiscal 1995 from 42.1% in fiscal 1994 primarily as a result of certain increases
in raw material prices and product mix costs as well as smaller gross margins   
associated with American Body Building's product lines.                         

Operating Expenses.  Selling and marketing expenses, including sales, 
marketing, advertising and freight costs, increased approximately 24.0% to $15.5
million in fiscal 1995 from $12.5 million in fiscal 1994. The increase in       
selling and marketing expenses in fiscal 1995 resulted primarily from increased 
advertising and personnel required to handle higher volumes of products         
associated with increased sales and the fiscal 1995 acquisition of American Body
Building. Selling and marketing expenses as a percentage of net sales were 17.0%
in fiscal 1995 compared to 18.5% in fiscal 1994. Advertising expenses increased 
approximately 38.7% to $4.3 million in fiscal 1995 from $3.1 million in fiscal  
1994. The increase in advertising expenses resulted primarily from increased    
television, magazine and co-op advertising. Advertising expense as a percentage 
of net sales was 4.7% in fiscal 1995 compared to 4.6% in fiscal 1994.           

  General and administrative expenses increased approximately 5.1% to $6.2
million in fiscal 1995 from $5.9 million in fiscal 1994. The dollar increase in 
general and administrative expense in fiscal 1995 resulted primarily from       
incremental expenses added by the acquisition of American Body Building. General
and administrative expenses as a percentage of net sales were 6.8% in fiscal    
1995 compared to 8.7% in fiscal 1994.                                           

   The expense for amortization of intangible assets increased approximately
35.3% to $1.1 million for fiscal 1995 from $813,000 for fiscal 1994. Capitalized
intangible assets increased approximately $9.8 million in fiscal 1995 and $3.4  
million in fiscal 1994. The increase in capitalized intangible assets resulted  
from the American Body Building acquisition in fiscal 1995 and the Excel and    
Exceed acquisitions in fiscal 1994. Amortization of intangible assets expense as
a percentage of net sales was 1.2% in both fiscal 1995 and fiscal 1994.         

 Other Income (Expense).  Other income (expense) decreased approximately
28.3% to ($932,000) in fiscal 1995 from ($1.3) million in fiscal 1994. Other    
income (expense) as a percentage of net sales was 1.0% in fiscal 1995 compared  
to 1.9% in fiscal 1994.                                                         

Provision for Income Taxes.  Provision for income taxes increased     
approximately 53.6% to $4.3 million in fiscal 1995 from $2.8 million in fiscal  
1994. The increase in provision for income taxes resulted primarily from        
increased net sales in fiscal 1995 compared to fiscal 1994. Provision for income
taxes as a percentage of net sales was 4.7% in 1995 compared to 4.2% in 1994.   

   Acquisitions.  Effective December 1, 1993, the Company acquired the Excel
brand name from Key Products, Inc. Effective December 14, 1993, the Company     
acquired the Exceed brand name from Abbott Laboratories. Results of operations  
reported for these acquisitions in fiscal 1995 were net sales of $4.6 million,  
gross profit of $2.6 million and operating income of $1.4 million compared to   
net sales of $2.3 million, gross profit of $1.4 million and operating income of 
$800,000 reported from the date of the acquisitions through May 31, 1994.       

Effective January 1, 1995, the Company acquired certain assets of the 
nutritional beverage business formerly known as American Body Building. Results 
of operations for American Body Building in fiscal 1995 were net sales of $7.8  
million, gross profit of $1.9 million and incremental operating income of $1.3  
million.                                                                        

25

424B1
26th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 26th

LIQUIDITY AND CAPITAL RESOURCES                                                 

   Prior to the Offerings, the Company's operations and capital requirements
were financed through internally generated funds, borrowings under the Existing 
Credit Agreement and loans from the Parent. For fiscal years ended May 31, 1995 
and 1996 and the nine months ended February 28, 1997, the Company's primary     
capital requirements were as follows:                                           

                                                        [Enlarge/Download Table]

                                                YEAR ENDED MAY 31,      NINE MONTHS ENDED 
                                                -------------------        FEBRUARY 28,   
                                                 1995        1996              1997       
                                                -------     -------     ------------------
                                                          (DOLLARS IN THOUSANDS)          
                                                                                          
Working capital increase excluding term debt... $ 8,366     $ 9,274          $  3,571     
Capital expenditures and trademark purchases...   1,295       6,219             8,105     
Total consideration for acquisitions...........  15,038      29,772             7,951     
Distributions to the Parent, net...............     938       3,731             6,973     
Other debt repayments..........................   2,766       3,449            10,981     
                                                -------     -------          --------     
          Total capital requirements........... $28,403     $52,445          $ 37,581     
                                                =======     =======          ========     

These capital requirements, which primarily reflect the growth of the 
Company, were satisfied as follows:                                             

                                                        [Enlarge/Download Table]

                                                YEAR ENDED MAY 31,      NINE MONTHS ENDED 
                                                -------------------        FEBRUARY 28,   
                                                 1995        1996              1997       
                                                -------     -------     ------------------
                                                          (DOLLARS IN THOUSANDS)          
                                                                                          
Working capital provided by operations......... $ 7,289     $18,513          $ 14,347     
Net increases in Existing Credit Agreement.....  19,200      18,750            26,057     
Net loans from (payments to) the Parent........   1,914      15,182            (2,823)    
                                                -------     -------          --------     
                                                $28,403     $52,445          $ 37,581     
                                                =======     =======          ========     

In March 1997, the Company received a commitment from General Electric
Capital Corporation ("GECC") for a $130.0 million senior secured, long-term     
credit facility (the "New Credit Agreement"). The Company expects that the New  
Credit Agreement will contain standard terms and conditions, including, subject 
to permitted amounts, a limitation on the ability of the Company to pay         
dividends on the Common Stock. The commitment is subject to several significant 
conditions precedent. The obligations of the Company under the New Credit       
Agreement will be secured by a first priority lien on all owned or acquired     
tangible and intangible assets of the Company and a pledge to GECC of the       
capital stock of the U.S. subsidiaries of the Company (including the subsidiary 
that owns the Company's foreign subsidiaries). The Company will also pledge to  
GECC at least 65% of the capital stock of each foreign subsidiary of the        
Company. The Company intends to use approximately $21.5 million of the net      
proceeds of the Offerings, together with approximately $42.5 million of         
borrowings under the New Credit Agreement, to terminate its obligations under   
the Existing Credit Agreement and will rely on the New Credit Agreement to meet 
its short-term cash requirements. See "Use of Proceeds." Specifically,          
borrowings available under the New Credit Agreement will be used for general    
working capital needs and to support capital expenditures and, if necessary, to 
effect acquisitions and to accelerate growth. As a result, upon the consummation
of the Offerings, the Company expects to have approximately $85.9 million of    
available credit under the New Credit Agreement.                                

  The Company's cash requirements through the remainder of fiscal 1997 are
expected to include expenditures in connection with: (i) investing in research  
and development, including hiring additional technical personnel, acquiring new 
product lines for nutrition bars, beverages, tablets and capsules, and          
purchasing additional research and development equipment, including data and    
formulation software; (ii) hiring additional personnel, if and as necessary, to 
support the Company's distribution facilities as sales of the Company's         
nutritional supplements increase; and (iii) continuing advertising and          
promotional investments to educate consumers about the Company's products.      
Capital expenditures in fiscal 1997 are expected to aggregate approximately     
$18.5 million, excluding acquisitions. The Company expects that cash flows from 
operations and borrowings under the New Credit Agreement will be sufficient for 
the above purposes.                                                             

The Company's long-term capital requirements are expected to include  
capital expenditures to support continued growth of nutritional supplements     
sales. The Company may also enter into strategic acquisitions as the            

26

424B1
27th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 27th

nutritional supplements industry continues to consolidate. The Company expects  
to fund its long-term capital requirements including construction of capital    
projects such as a new manufacturing and distribution facility for the next     
twelve months and in the foreseeable future, through the use of operating cash  
flow supplemented as necessary by borrowings under the New Credit Agreement and,
if necessary, through debt financings or the issuance of additional equity.     

The Company, the Parent and certain subsidiaries of the Parent (each a
"Borrower" and together the "Borrowers"), entered into an Amended and Restated  
Credit Agreement, dated January 4, 1995, as amended from time to time (the      
"Existing Credit Agreement"), with GECC. A total of $64.0 million in borrowings 
was outstanding under the Existing Credit Agreement at February 28, 1997        
consisting of approximately $16.0 million of indebtedness evidenced by a term   
note payable to GECC and approximately $48.0 million under a revolving line of  
credit. Borrowings under the Existing Credit Agreement bear interest at floating
rates (at March 1, 1997, 8.0% for the term note and 7.7% for the revolving line 
of credit) and mature in January 2000. Each of the Borrowers has jointly and    
severally guaranteed the obligations of the other Borrowers under the Existing  
Credit Agreement. Simultaneously with the closing of the Offerings, the Company 
intends to repay all of its outstanding obligations under the Existing Credit   
Agreement and terminate all liabilities and obligations with respect to its     
guarantee of the other Borrowers' obligations thereunder. Until March 1, 1997,  
with respect to its allocated portion of the indebtedness under the Existing    
Credit Agreement, the Company paid interest to the Parent at a rate of interest 
higher than that paid to GECC with respect to such indebtedness. From and after 
March 1, 1997, the Company has paid interest on such indebtedness at a rate     
equal to the interest paid to GECC by the Parent with respect to such           
indebtedness. See "Certain Relationships and Related Party                      
Transactions -- Interest Paid to Parent."                                       

IMPACT OF INFLATION                                                             

   The Company has historically been able to pass inflationary increases for
raw materials and other costs onto its customers through price increases and    
anticipates that it will be able to continue to do so in the future.            

SEASONALITY                                                                     

 The Company's business is seasonal, with lower sales typically realized
during the first and second fiscal quarters and higher sales typically realized 
during the third and fourth fiscal quarters. The Company believes such          
fluctuations in sales are the result of greater marketing and promotional       
activities toward the end of each fiscal year, customer buying patterns, and    
consumer spending patterns related primarily to the consumers' interest in      
achieving personal health and fitness goals after the beginning of each new     
calendar year and before the summer fashion season. See "Risk                   
Factors -- Potential Sales and Earnings Volatility"                             

IMPACT OF RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS                        

In 1995, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 121 ("SFAS No. 121"), "Accounting for the    
Impairment of Long-lived Assets and for Long-Lived Assets to be Disposed Of,"   
which provides guidance on how to measure impairment of long-lived assets,      
certain intangibles and goodwill related to those assets to be held and used,   
and for long-lived assets and certain identifiable intangibles to be disposed   
of. The Company adopted this statement effective June 1, 1996 and recognized an 
impairment loss of approximately $2.1 million ($1.3 million, net of tax). The   
impaired assets primarily consist of intangible costs associated with certain   
acquisitions.                                                                   

   In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation" which defines a fair value based 
method of accounting for stock based employee compensation plans. Under SFAS No.
123, companies are encouraged, but are not required, to adopt the fair value    
method for fiscal years beginning after December 15, 1995 for all employee      
awards granted after the beginning of such year. Companies are permitted to     
continue to account for such transactions under Accounting Principles Board     
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25), but    
must, in future years, disclose in a note to the financial statements pro forma 
net income and earnings per share as if SFAS No. 123 had been applied. The      
Company has determined that it will not adopt the fair value method but will    

27

424B1
28th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 28th

continue to account for stock-based compensation under APB No. 25 and will      
provide the requisite disclosure under SFAS No. 123.                            

    In February 1997, the Financial Accounting Standards Board issued SFAS No.
128 (SFAS No. 128), "Earnings per Share" which supersedes Accounting Principles 
Board Opinion No. 15 "Earnings per Share" and replaces the presentation of      
primary EPS with a presentation of basic EPS. It also requires dual presentation
of basic and diluted EPS on the face of the income statement for all entities   
with complex capital structures and provides guidance on other computational    
changes. SFAS No. 128 is effective for financial statements for both interim and
annual periods ending after December 15, 1997. Earlier application is not       
permitted. The Company does not expect the adoption of SFAS No. 128 to have a   
material impact on the financial position and results of operations of the      
Company.                                                                        

28

424B1
29th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 29th

BUSINESS
GENERAL                                                                         

The Company is a leading manufacturer of branded and private label    
nutritional supplements and is a leading marketer of multiple brands of         
nutritional supplements through multiple distribution channels. The Company     
manufactures a broad range of capsules and tablets, powdered drink mixes,       
bottled beverages and nutrition bars and markets branded products in four       
principal categories: sports nutrition; vitamins, minerals and herbs; diet; and 
healthy snacks. The Company markets its branded products through each key       
distribution channel and is one of the leading marketers of nutritional         
supplement products to the mass volume retail channel, one of the most          
significant and growing distribution channels in the nutritional supplement     
industry. Consistent with management's multi-channel strategy, sales of the     
Company's products in fiscal 1996 were balanced among mass volume retailers,    
health food stores and a combination of other channels, including health clubs  
and gyms, international markets and private label manufacturing. According to   
Packaged Facts, an independent consumer market research firm, the principal     
domestic markets in which the Company's products compete totalled approximately 
$6.5 billion in 1996 and grew at a compound annual growth rate of approximately 
15% from 1992 through 1996. Because of the Company's broad portfolio of leading 
brands, multiple distribution channels and state-of-the-art manufacturing       
capabilities, the Company believes that it is uniquely positioned to capitalize 
on the anticipated growth in the nutritional supplement industry.               

    The Company's products are currently sold in over 38,000 retail outlets in
all 50 states. The Company's customers in the mass volume retail channel        
include: mass merchandisers -- Wal-Mart, Target and Kmart; drug                 
stores -- Walgreens, CVS, American Drug and Thrifty/Payless; warehouse          
clubs -- Price Costco and Sam's Club; and supermarkets -- Albertson's, Giant and
Ralphs. The Company services the health food market by distributing its products
to General Nutrition Center ("GNC") and the leading health food distributors    
(such as Tree-of-Life, Stow Mills and Nature's Best). The Company also sells    
through other distribution channels, including its network of exclusive         
distributors to health clubs and gyms (such as Bally's Health and Fitness and   
Gold's Gym), international markets, and private label manufacturing for other   
nutritional supplement companies. The Company pursues a multi-channel           
distribution strategy in order to participate in the growth being experienced in
each of these channels, thereby increasing its overall share of the nutritional 
supplement market. The Company also distributes its products to all major       
markets worldwide.                                                              

     As part of its multi-brand, multi-channel strategy, the Company has created
a portfolio of recognized brands designed for specific distribution channels.   
The Company manufactures and markets approximately 1,400 products and has       
approximately 1,800 SKUs. The positioning of the Company's brand names is       
supported by significant advertising and marketing expenditures as well as the  
Company's historical association with the Weider name.                          

29

424B1
30th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 30th

     As a result, the Company believes that it has many of the leading brands in
the nutritional supplement industry. The following table identifies the         
Company's 12 leading brands and illustrates the Company's multi-brand,          
multi-channel strategy:                                                         

                                                        [Enlarge/Download Table]

          BRAND               PRIMARY CHANNEL           PRIMARY CATEGORY             PRODUCT FORMS       
-------------------------  ----------------------  --------------------------  --------------------------
                                                                                                         
Great American             Mass volume retailers   Vitamins and diet           Beverages, nutrition bars,
  Nutrition(TM)                                                                  powdered drink mixes and
                                                                                 capsules and tablets    
Joe Weider Signature(TM)   Mass volume retailers   Sports nutrition and diet   Powdered drink mixes and  
                                                                                 capsules and tablets    
Prime Time(R)              Mass volume retailers   Vitamins and diet           Capsules and tablets      
Tiger's Milk(TM)           Mass volume retailers   Healthy snacks              Nutrition bars            
Fi-Bar(R)                  Mass volume retailers   Healthy snacks              Nutrition bars            
Schiff(R)                  Health food stores      Vitamins and diet           Capsules and tablets      
Metaform(TM)               Health food stores      Sports nutrition and diet   Powdered drink mixes and  
                                                                                 nutrition bars          
Victory(TM)                Health food stores      Sports nutrition            Powdered drink mixes and  
                                                                                 capsules and tablets    
Mega Mass(R)               Health food stores      Sports nutrition            Powdered drink mixes      
American Body              Health clubs and gyms   Sports nutrition and diet   Beverages, nutrition bars,
  Building(TM)                                                                   powdered drink mixes and
                                                                                 capsules and tablets    
Science Foods(R)           Health clubs and gyms   Sports nutrition and diet   Beverages, nutrition bars 
                                                                                 and powdered drink mixes
Steel Bar(R)               Health clubs and gyms   Sports nutrition            Nutrition bars            

To support its multi-brand, multi-channel strategy, the Company will  
continue to invest in research and development and state-of-the-art             
manufacturing and distribution facilities. The Company's research and           
development group has successfully developed new brands targeted to specific    
consumers, such as Great American Nutrition and Metaform, and new products, such
as Schiff's Melatonin and Whole Food Phytonutrients. In addition, the Company   
manufactures over 80% of its branded products and is building additional        
state-of-the-art facilities that it believes will more than double current      
capacity. The Company expects its additional facilities to be operational in    
mid-1997. The Company believes its research and development commitment and      
integrated manufacturing capabilities will continue to provide a significant    
advantage in capturing an increasing share of the growing nutritional supplement
market.                                                                         

STRATEGY                                                                        

     The Company has demonstrated the ability to grow its business profitably by
introducing new brands and products, expanding distribution capability and      
acquiring related businesses. In fiscal 1996, the Company's net sales increased 
105.1% to $186.4 million from net sales of $90.9 million in fiscal 1995 and net 
income increased 145.9% to $15.0 million in fiscal 1996 from net income of $6.1 
million in fiscal 1995. During the three fiscal years ended May 31, 1996, the   
Company achieved compound growth rates in net sales and net income of 43.5% and 
61.3%, respectively. The Company believes that its broad distribution channels, 
portfolio of leading brands and state-of-the-art manufacturing and distribution 
capabilities position it as the long-term competitive leader in the nutritional 
supplement industry. The Company's strategy is to:                              

  Leverage Its Portfolio of Established Brands.  The Company believes that
its portfolio of established brands will enable the Company to continue         
increasing its share of the nutritional supplement market. The Company's brands 
are positioned as leaders in specific product categories and distribution       
channels. Schiff and Great American Nutrition are leading vitamin brands in     
health food stores and in mass volume retailers, respectively, American Body    
Building is a leading sports nutrition brand in gyms and health clubs, Victory  
and Metaform are leading sports nutrition brands in health food stores and Joe  
Weider Signature is among the leading sports                                    

30

424B1
31st Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 31st

nutrition brand in the mass volume retail market. Tiger's Milk and Fi-Bar are   
among the leading nutritional bar brands in supermarkets, health food stores and
convenience stores. Each of these brands has name recognition and consumer      
loyalty within its target market. The Company plans to continue promoting its   
brands through focused marketing efforts; in fiscal 1996, to publicize its      
brands, the Company spent $16.5 million in selling, marketing and advertising   
compared to $9.9 million in fiscal 1995.                                        

    Develop New Brands and Product Line Extensions.  The Company strives to be
on the leading edge of the industry in terms of product development and intends 
to continue its commitment to research and development to create new brands and 
product line extensions. The nutritional supplement industry is influenced by   
products that become popular due to changing consumer tastes and heightened     
media attention. The Company believes it is important to continually develop new
products in order to capitalize on such new market opportunities, strengthen    
relationships with customers by meeting demand, increase market share and       
preserve gross margins. The Company's focus on research and development enables 
it to readily formulate and manufacture innovative products and quickly         
capitalize on industry trends. For example, this strong commitment to research  
and product development enabled the Company to capitalize on the sudden         
popularity of melatonin, by quickly formulating and marketing Schiff's          
Melatonin.                                                                      

Continue Growing Its Balanced Distribution Network.  The Company has  
demonstrated the ability to enter new channels of distribution while preserving 
growth in existing distribution channels. Unlike many of its competitors, the   
Company has effectively marketed some of its products in the mass volume retail 
market while preserving loyalty from its health food store customers. The       
Company has achieved this balance by designating brands such as Schiff, Victory 
and Metaform as health food brands with limited distribution in the mass volume 
retail market. The Company's fiscal 1996 net sales were approximately 34% to    
mass volume retailers, 26% to health food stores and 40% to others, including   
health clubs and gyms, international markets and private label manufacturing. As
consumer awareness and acceptance of nutritional supplements grow, the Company  
expects growth in each distribution channel, with concentration in mass volume  
retailers, including drug stores and supermarkets. The Company is uniquely      
positioned to capitalize on the growth in each distribution channel through     
existing customer relationships and a strong performance history in these       
channels.                                                                       

Acquire Strategically Related Businesses and Product Lines.  The      
nutritional supplement industry is fragmented and includes a number of small    
manufacturers and distributors, many of which are being acquired by larger      
companies. The Company believes that growth in the nutritional supplement       
industry will generate further consolidation and create continuing opportunities
for the Company to acquire additional nutritional supplement manufacturing and  
marketing companies over the next decade. The Company's financial resources and 
operating capabilities, along with management's demonstrated ability to make and
integrate acquisitions, uniquely position the Company to be a leader in the     
industry's consolidation. The Company has successfully acquired four businesses 
in the last two years and has increased the operating performance of each       
acquired company. For example, with respect to acquisitions the Company has     
included in its results of operations for at least one full fiscal year, sales  
for the 12-month period prior to such acquisitions were $14.2 million and       
approximately $11.4 million, for American Body Building and Nion, respectively, 
compared to sales for fiscal 1996 of $21.8 million and $26.4 million,           
respectively.                                                                   

Further Penetrate International Markets.  The Company believes that   
significant growth opportunities exist in international markets. The Company    
intends to increase its penetration of international markets through strategic  
acquisitions and by introducing new products and brands into countries where the
Company already operates. The Company has manufacturing capabilities in the U.K.
as a result of an agreement with an indirect subsidiary of Archer Daniels       
Midland, in Spain as a result of the purchase of Weider Spain and in Montreal as
a result of the acquisition of Weider Canada. In connection with the acquisition
of Weider Sports Equipment, with the exception of Australia, New Zealand, Japan 
and South Africa, the Company will have distribution rights for nutritional     
supplement products in every major market in the world. Weider U.K., which was  
acquired on January 1, 1996, accounted for sales of $2.5 million and net income 
of $220,000 in fiscal 1996.                                                     

31

424B1
32nd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 32nd

INDUSTRY                                                                        

   The Company believes it is well positioned to capitalize on the growth of
the nutritional supplements market. According to Packaged Facts, the principal  
markets in which the Company's products compete totalled approximately $6.5     
billion in 1996 and grew at a compound annual growth rate of approximately 15%  
from 1992 through 1996. The Company believes several factors account for the    
steady growth of the nutritional supplement market, including increased public  
awareness of the health benefits of nutritional supplements and favorable       
demographic trends toward older Americans who are more likely to consume        
nutritional supplements.                                                        

  Over the past several years, public awareness of the positive effects of
nutritional supplements on health has been heightened by widely publicized      
reports and medical research findings indicating a correlation between the      
consumption of nutrients and the reduced incidence of certain diseases. Reports 
have indicated that the United States government and universities generally have
increased sponsorship of research relating to nutritional supplements. In       
addition, Congress has established the Office of Alternative Medicine within the
National Institutes of Health to foster research into alternative medical       
treatment modalities, which may include natural remedies. Congress has also     
recently established the Office of Dietary Supplements in the National          
Institutes of Health to conduct and coordinate research into the role of dietary
supplements in maintaining health and preventing disease.                       

The Company believes that the aging of the United States population,  
together with a corresponding increased focus on preventative health care       
measures, will continue to result in increased demand for certain nutritional   
supplement products. According to Congressional findings that accompanied the   
DSHEA, national surveys reveal that almost 43% of Americans regularly consume   
vitamins, minerals and herbal supplements and 80% consume these products at some
time during their lives. The 35-and-older age group of consumers, which is      
expected to continue to grow over the next two decades, represents 78% of the   
regular users of vitamin and mineral supplements. Based on data provided by the 
United States Bureau of the Census, from 1990 to 2010, the 35-and-older age     
group of the United States population is projected to increase by 32%, a        
significantly greater increase than the 20% projected increase for the United   
States population in general.                                                   

    The Company believes these and other trends have helped fuel the growth of
the nutritional supplement market. To meet the increased demand for nutritional 
supplements, a number of successful nutritional supplement products have been   
introduced over the past several years, including function specific products for
weight loss, sports nutrition, menopause, energy and mental alertness. In       
addition, the use of a number of innovative ingredients, such as CitriMax(R),   
DHEA, chromium picolinate and melatonin, have created opportunities to offer new
products.                                                                       

BRANDS AND PRODUCTS                                                             

As part of its multi-brand, multi-channel strategy, the Company has   
developed a portfolio of brands and diverse products designed for specific      
distribution channels to meet the demands of a wide variety of consumers. The   
Company believes that offering multiple brands is important to its success in   
selling through many separate distribution channels, because selling the same   
nutritional supplement brand across multiple distribution channels can weaken a 
brand's value to brand-conscious consumers and retailers. Accordingly, the      
Company designs its branded products for specific distribution channels. For    
example, the Schiff brand primarily targets shoppers in health food stores,     
while the Great American Nutrition brand is designed to reach primarily mass    
volume retail shoppers. The Company believes having distinct brands positioned  
in each distribution channel is one of its strongest competitive advantages,    
enabling the Company to participate in the growth currently being experienced in
each of these channels.                                                         

  The Company markets its branded products in four principal categories of
nutritional supplements: sports nutrition; vitamins, minerals and herbs; diet;  
and healthy snacks. The Company also manufactures private label products for    
other nutritional supplement marketers. The Company manufactures and markets    
approximately 1,400 products and has approximately 1,800 SKUs. The Company      
believes that offering its customers a wide variety of products also provides   
the Company a competitive advantage in capturing an increasing share of the     
growing nutritional supplement market.                                          

32

424B1
33rd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 33rd

    The following table outlines the approximate number of products of each of
the Company's product categories and its private label business at February 28, 
1997:                                                                           

                                                                [Download Table]

                                                                   APPROXIMATE
                                                                    NUMBER OF 
                                                                    PRODUCTS  
                                                                   -----------
                                                                              
Branded products:                                                             
  Sports nutrition...............................................       317   
  Vitamins, minerals and herbs...................................       363   
  Diet...........................................................        44   
  Healthy snacks.................................................        89   
                                                                      -----   
     Subtotal....................................................       813   
Private label....................................................       587   
                                                                      -----   
     Total.......................................................     1,400   
                                                                      =====   

    Sports Nutrition.  The Company's sports nutrition category includes a wide
variety of products designed to enhance athletic performance and support the    
results derived from exercise programs. The Company's sports nutrition products 
deliver nutritional supplements through a variety of forms, including powdered  
drink mixes, tablets, capsules, nutrition bars and beverages. The target        
consumers for the Company's sports nutrition products are athletes, bodybuilders
and fitness enthusiasts. While each of the Company's products offers distinct   
benefits to the consumer, the Company's sports nutrition products are intended  
to generally enhance the consumer's ability to control weight, support muscle   
growth, lose fat and increase energy levels and stamina. The following table    
summarizes the major brands and representative products of the Company's sports 
nutrition category:                                                             

                                                                [Download Table]

              MAJOR BRANDS                      REPRESENTATIVE PRODUCTS      
----------------------------------------  -----------------------------------
                                                                             
American Body Building..................  Blue Thunder protein beverages and 
                                            Ripped Force energy beverages and
                                            powdered drink mixes             
Science Foods...........................  White Lightning protein beverages  
                                          and Turbo-Tea energizing beverages 
Victory.................................  Mass 1000 and Professional powdered
                                            drink mixes                      
Mega Mass...............................  Giant Mega Mass and Super Mega Mass
                                            powdered drink mixes             
Metaform................................  Metaform and Metaform Heat powdered
                                            drink mixes and nutrition bars   
Joe Weider Signature....................  Dynamic Weight Gain and Dynamic    
                                            Muscle Builder powdered drink    
                                            mixes                            
Tiger's Milk............................  Tiger Sport nutrition bars         
Steel Bar...............................  Steel Bar nutrition bars           

    The American Body Building brands, which are intended to help the consumer
increase energy levels and stamina, control weight and lose fat, are primarily  
distributed to health clubs and gyms through the Company's exclusive            
distributors. Science Foods products are distributed through health clubs and   
gyms through direct, non-exclusive distributors. The Victory, Mega Mass,        
Metaform and Joe Weider Signature brands, which are intended to support         
consumers' efforts to control weight, support muscle growth and lose fat, are   
primarily distributed through mass volume retailers and health food stores such 
as GNC. The Tiger's Milk product line, which has been marketed for over 30      
years, includes seven nutrition bars that supply significant amounts of protein,
vitamins and other essential nutrients with less fat than a traditional candy   
bar. Both Tiger Sport and Steel Bar are nationally distributed through          
supermarkets, convenience stores, warehouse clubs and health food stores.       

Vitamins, Mineral and Herbs.  The Company markets a complete line of  
vitamins and minerals, including multivitamins, multiminerals, antioxidants and 
digestive enzymes. These products are offered in various forms (including       
liquids, tablets, capsules, softgels and powdered drink mixes). In addition,    
herbs and phytonutrients constitute a small but growing percentage of the net   
sales of the Company. Herbs and phytonutrients, which are a                     

33

424B1
34th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 34th

growing category in the nutritional supplement industry, are alternatives or    
complements to over-the-counter pharmaceutical products for consumers who seek a
more natural and preventative approach to their health care.                    

                                                                [Download Table]

              MAJOR BRANDS                      REPRESENTATIVE PRODUCTS      
----------------------------------------  -----------------------------------
                                                                             
Schiff vitamins.........................  Multivitamins, multiminerals,      
                                          antioxidants and digestive enzymes 
Schiff herbs............................  Ginseng, garlic, ginkgo biloba and 
                                            echinacea                        
Excel...................................  Ultra High Performance and High    
                                            Performance capsules             
Prime Time..............................  Prime Time capsules and tablets    
Great American Nutrition................  Cold-Free zinc lozenges            

The Company's Schiff brand vitamin products are designed to provide   
consumers with essential vitamins and minerals as supplements to their diet.    
Schiff vitamins and minerals include multivitamins such as Single Day(TM),      
multiminerals such as Guided(TM) Multiminerals Complex, individual vitamins and 
minerals such as Vitamins C, E, and Calcium, specialty formulae such as PMS,    
Menopause and DHEA, beta carotene and other antioxidants and B-complex. In      
addition, the Company introduced Schiff's Melatonin in December 1995, which is a
natural hormone reported in the popular media to combat insomnia and jet lag.   
Schiff vitamins are marketed primarily through health food stores but are also  
sold through supermarkets and drug stores within the mass volume retail channel.

     The Company markets various herbs (including ginseng, garlic, ginkgo biloba
and echinacea) under the Schiff brand primarily in health food stores. Through  
its phytocharged supplement line distributed primarily through health food      
stores, Schiff is a leader in the development and introduction of               
phytonutrients, which are naturally-occurring compounds in plants that are      
believed to promote health and prevent disease. These phytonutrients include    
lycopene (the beta carotene relative that has been recently linked in the       
popular media to lowering prostate cancer risk) and beta glucan (an extract from
oats that is the soluble fiber believed to be responsible for lowering blood    
cholesterol levels).                                                            

The Company markets certain of its vitamins, minerals and herbal      
supplements as energy enhancers under the Excel brand. Excel is the premier     
herbal energy supplement line in GNC and health food stores nationwide. The     
Company acquired the Excel brand in December 1993 to participate in the growing 
market for energy enhancers. Excel's energy products include Ultra High         
Performance and High Performance with Ginseng. All Excel products were          
originally formulated with Ma Huang, an herb that naturally contains the        
stimulant ephedrine; however, in December 1996, the Company decided to          
discontinue the manufacturing and marketing of products containing ephedrine in 
capsule and tablet form due to potential for misuse but will continue to        
manufacture and market beverages and powders containing ephedrine. The Company  
now offers Ma Huang-free alternatives (consisting of a unique proprietary blend 
of herbs) to all of its Excel products. See "Recent Government Action and       
Adverse Publicity Regarding Products Containing Ephedrine." While Excel targets 
health food stores for herbal energy products, Great American Nutrition         
distributes such products through mass volume retailers.                        

 The Company's vitamins, minerals and herbs category consists of several
products targeting consumers in discrete groups. For example, Great American    
Nutrition's Cold-Free(TM) zinc lozenges appeal to common cold sufferers.        
Cold-Free(TM) is being distributed through mass volume retailers and health food
stores.                                                                         

34

424B1
35th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 35th

     Diet.  The Company is one of the leading suppliers to mass volume retailers
of natural products that utilize vitamins, herbs and other nutritional          
supplements designed to promote weight control. The Company's diet products are 
intended to support consumers' efforts in a number of weight control functions, 
including metabolizing fat, suppressing the appetite, replacing meals and       
providing low calorie, low fat snacks. The products are specifically formulated,
packaged and priced to appeal to a wide variety of consumers with different     
demographic characteristics and physiological needs:                            

                                                                [Download Table]

              MAJOR BRANDS                      REPRESENTATIVE PRODUCTS      
----------------------------------------  -----------------------------------
                                                                             
Great American Nutrition................  Fat Burner drinks and supplements  
Schiff..................................  Ultra Lean capsules and tablets    
American Body Building..................  Ripped Force and Cutting Force     
                                          energy beverages                   
Science Foods...........................  Razor Ripped and Cut-Up energy     
                                            beverages                        
Joe Weider Signature....................  Fat Burner supplements             
Metaform................................  Metaform Heat powdered drink mixes 
Excel...................................  Super Diet and Fat Burner capsules 
                                          and tablets                        
Prime Time..............................  Prime Time capsules and tablets    

The Great American Nutrition brands, which are intended to support    
consumers' efforts to reduce fat, are primarily distributed through mass volume 
retailers. The Schiff brands, which are intended to aid in suppressing the      
appetite, are primarily distributed through health food stores. The American    
Body Building brands, which are intended to support consumers' efforts to reduce
fat and provide a low calorie source of energy, are primarily distributed       
through the Company's exclusive distributors to health clubs and gyms. The Joe  
Weider Signature and Metaform brands, which are intended to enhance the         
consumers' efforts to control weight, support muscle growth and lose fat, are   
primarily distributed through mass volume retailers and health food stores, such
as GNC. The Excel line, which is intended to aid in suppressing the appetite and
support consumers efforts to reduce fat, is distributed primarily through health
food stores. Prime Time, a comprehensive health program designed specifically   
for men over age 40, is distributed primarily through mass volume retailers.    

    Healthy Snacks.  The Company's healthy snacks category includes its Fi-Bar
and Tiger's Milk product lines. The Fi-Bar product line is comprised of Fat Free
Granola bars and fruit and nut bars coated with yogurt, chocolate or carob made 
without hydrogenated fats. The October 1995 acquisition of the American         
Nutrition Bars' manufacturing facility and Fi-Bar brand positions the Company to
be a major private label bar manufacturer and adds another well-known healthy   
snack bar line to its Tiger's Milk brand. The Tiger's Milk product line, which  
as been marketed for over 30 years, includes seven nutrition bars that supply   
significant amounts of protein, vitamins and other essential nutrients with less
fat than a traditional candy bar.                                               

                                                                [Download Table]

              MAJOR BRANDS                      REPRESENTATIVE PRODUCTS      
----------------------------------------  -----------------------------------
                                                                             
Tiger's Milk............................  Tiger's Milk nutrition bars        
Fi-Bar..................................  Fat Free Fi-Bar nutrition bars     

     The Tiger's Milk and Fi-Bar brands, which are intended to provide consumers
with a healthy alternative to traditional snack foods and candy bars, are       
primarily distributed through mass volume retailers.                            

Private Label.  The Company manufactures capsules, tablets, beverages,
nutrition bars and powdered drink mixes for more than 30 other marketers of     
nutritional supplements. These independent marketers, or private label          
customers, market the Company's products under their own brand name. The Company
believes private label manufacturing provides opportunities to enhance          
profitable growth through increased efficiencies from greater use of operating  
capacities. In addition, the Company believes private label manufacturing allows
it to hone its ability to innovate new products.                                

35

424B1
36th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 36th

PRODUCT RESEARCH AND DEVELOPMENT                                                

The Company strives to be a leader in nutritional supplement product  
development and intends to continue its commitment to research and development  
to create new brands and product line extensions. The nutritional supplement    
industry is influenced by products that become popular due to changing consumer 
tastes and media attention. The Company believes it is important to develop new 
products in the nutritional supplement industry in order to capitalize on new   
market opportunities, to strengthen relationships with customers by meeting     
demand and to increase market share. In addition, the Company believes that     
continually introducing new products is important to preserving and enhancing   
gross margins due to the relatively short life cycle of some products. Recently 
developed products are an important component to the Company's total product    
mix. For example, products introduced in the last fiscal year accounted for 21% 
of the Company's fiscal 1996 sales.                                             

As a result of the Company's product development history, the Company 
believes that it has built a reputation in the nutritional supplement industry  
for innovation in both branded and private label products. The Company has      
pioneered a number of innovations in the nutritional supplement industry,       
including: (i) the development of the first domestic source of melatonin with   
consistent quality, supply and cost; (ii) the introduction of garcinia cambogia,
a popular weight loss ingredient; (iii) the production of the first             
high-protein, low carbohydrate beverage; and (iv) the retail introduction of the
first carotenoid complex product. The Company is in various stages of           
development with respect to new product concepts that will augment its existing 
product lines.                                                                  

Due to the importance of new product introductions in the nutritional 
supplement industry, the Company continues to make product development a        
priority. The Company averaged $1.5 million in annual expenditures for research 
and development for the last two fiscal years and has budgeted $2.7 million for 
research and development in fiscal 1997. The Company is increasing its          
commitment to research and development by hiring additional technical personnel,
purchasing additional research and development equipment, including data and    
formulation software, and acquiring pilot lines for nutrition bars, beverages,  
tablets and capsules. In addition, the Company has begun sponsoring research and
clinical trials at universities and medical centers.                            

SALES AND DISTRIBUTION                                                          

     As part of its multi-brand, multi-channel strategy, the Company markets its
branded nutritional products through each key distribution channel. The         
Company's major distribution channels are mass volume retailers, health food    
stores and other channels, including its network of exclusive distributors to   
health clubs and gyms, international markets and private label manufacturing.   
The Company is pursuing a multi-channel distribution strategy to increase sales 
and market share, reduce its dependence on any one distribution channel and     
target specific markets for its nutritional supplement products. The products   
consist of 12 brands and are available in over 38,000 retail outlets in all 50  
states. In addition to servicing a number of domestic retail outlets directly,  
the Company also sells its products through a network of distributors in the    
United States and abroad.                                                       

36

424B1
37th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 37th

The Company is one of the leading suppliers of branded nutritional    
supplements to mass volume retailers and sells its nutritional supplements to   
every major nutritional supplement distributor servicing health and nutritional 
stores. The following table shows some of the Company's principal customers in  
each distribution channel:                                                      

                                                                [Download Table]

MASS VOLUME RETAILERS      HEALTH FOOD STORES       OTHER                           
-------------------------  -----------------------  --------------------------------
                                                                                    
Wal-Mart                   GNC                      Private label customers         
Walgreens                  Tree-of-Life             American Bodybuilding Beverages 
Sam's Club                 Stow Mills               Military commissaries           
Price Costco               Nature's Best            Bally's Health and Fitness Clubs
American Drug              Super Nutrition          Gold's Gym                      
Kmart                      Nutra Source             Boots (U.K.)                    
Fred Meyer                 North Farm Coop          Holland & Barrett (U.K.)        
Thrifty/Payless            L&H Vitamins             Corte Ingles (Spain)            
Albertson's                Threshold Enterprises    Decathalon (France)             
Target                                                                              

The Company's largest customers, GNC and Wal-Mart, accounted for      
approximately 16% and 10%, respectively, of net sales in fiscal 1996 and 12% and
11%, respectively, of net sales for the nine month period ended February 28,    
1997, compared to approximately 26% and 5%, respectively, of net sales in fiscal
1995 and 16% and 9%, respectively, of net sales for the nine month period ended 
February 28, 1996. The dollar amount of the Company's sales in fiscal 1996 to   
GNC and Wal-Mart grew by 30% and 317%, respectively, over the previous year. The
Company has 26 other major customers each of which produced sales of between    
0.5% and 5% of the Company's net sales in fiscal 1996 and, collectively,        
accounted for 32% of net sales in fiscal 1996. The loss of GNC or Wal-Mart as a 
customer, the loss of a significant number of other major customers, or a       
significant reduction in purchase volume by or financial difficulty of such     
customers, for any reason, could have a material adverse effect on the Company's
results of operations or financial condition. See "Risk Factors -- Dependence on
Significant Customers."                                                         

International Markets.  The Company believes significant opportunities
exist for nutritional supplement products in international markets. The Company 
has positioned itself to take advantage of such opportunities through its       
acquisition of Weider U.K., Weider Spain and Weider Canada. After the           
acquisition of Weider Spain, the Company has the capability to manufacture      
nutritional supplements in Spain and market nutritional supplements throughout  
continental Europe, including Italy, Germany, France, Belgium, the Netherlands, 
Luxembourg, Portugal and Spain. Through Weider Canada, the Company markets      
nutritional supplements to South America, Russia and the Pacific Rim. These     
acquisitions provide the Company with the rights to manufacture and market      
nutritional supplements worldwide, excluding Australia, New Zealand, Japan and  
South Africa. In addition, the Company has manufacturing capabilities in the    
United Kingdom as a result of an agreement with an indirect subsidiary of Archer
Daniels Midland. Approximately, 1.3%, or $2.5 million, of the Company's fiscal  
1996 sales were derived from the United Kingdom. See "Certain Relationships and 
Related Party Transactions -- Certain International Acquisitions and Royalty    
Arrangements."                                                                  

MARKETING AND CUSTOMER SALES SUPPORT                                            

A comprehensive promotional program and extensive advertising, in     
combination with a large, well-trained sales force and superior customer service
standards, have been integral to the Company's growth. These factors have       
enhanced brand name recognition of the Company's products and positioned it as a
leader in the nutritional supplement industry. A key part of the Company's      
strategy is to help educate consumers about innovative, safe and beneficial     
nutritional supplement products. The Company's marketing and advertising        
expenditures were approximately $11.3 million in fiscal 1996, $6.7 million in   
fiscal 1995, and $4.9 million in fiscal 1994.                                   

    The Company promotes its products in more than 37 consumer magazines, such
as Newsweek, People, Cosmopolitan, Self, Parade, Martha Stewart Living, Woman's 
Day, Family Circle and Mademoiselle and trade magazines, such as Whole Foods,   
Vitamin Retailer, Mass Market Retailer and Chain Drug Review. In addition to    

37

424B1
38th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 38th

these publications, the Company advertises in several magazines published by    
Weider Publications Inc. ("Weider Publications"), an affiliate of the Company,  
including: Muscle and Fitness, Flex, Shape, Men's Fitness, and Senior Golfer.   
Weider Publications also features editorials on nutritional products, providing 
nutritional supplement consumers with further research and information. See     
"Certain Relationships and Related Party Transactions." The Company also        
maintains several Internet sites.                                               

    The Company participates in consumer education by sponsoring and attending
various sporting events, including leading professional body building           
competitions such as The Mr. Olympia, The Arnold Schwarzenegger Classic and 45  
local National Physique Committee bodybuilding competitions. In addition, the   
Company plays an active role in supporting industry and consumer advocate       
organizations for nutritional products. The Company also promotes its products  
at numerous trade and consumer shows representing all current distribution      
channels. In addition, the Company expects to pay endorsements to professional  
and amateur athletes in order to promote a positive image for the Company's     
nutritional products.                                                           

  The Company is committed to providing superior service both to retailers
and consumers. The Company's sales and marketing team consists of approximately 
120 professionals organized by distribution channel, brand and product type.    
This enables the Company to quickly service the needs of both retailers and     
consumers. The Company believes that up-to-date reporting and hands-on          
management allow its sales team to be responsive to consumer needs for new      
products, creating promotions and producing extensive marketing support         
materials.                                                                      

International Markets.  Through the acquisition of Weider U.K., Weider
Spain and Weider Canada, the Company has increased its presence in the major    
international markets for nutritional supplements. Sales offices and staff in   
London, Madrid and Montreal and distributors in every major international market
other than Australia, New Zealand, Japan and South Africa, will be headed by a  
vice president of sales and marketing based in Utah and will form the foundation
for the Company's future growth and expansion in international markets.         

MANUFACTURING AND PRODUCT QUALITY                                               

  The Company has invested in manufacturing to meet the growing demand for
nutritional supplement products, to ensure continued operating efficiencies and 
to maintain high product quality standards. The Company manufactures over 80% of
its branded products. The Company's products are currently manufactured in five 
separate facilities in Salt Lake City, Utah; Irwindale, California; Walterboro, 
South Carolina; City of Industry, California; and Las Vegas, Nevada. However,   
the Company has consolidated many of its operations in its main distribution    
center and headquarters in Salt Lake City, Utah. Consistent with its commitment 
to capturing an increasing share of the growing nutritional supplement market,  
the Company is building the New Facility in Salt Lake City, Utah.               

    Existing Salt Lake City Facility.  In addition to being the Company's main
distribution center and corporate headquarters, the 152,000 square-foot existing
Salt Lake City facility also contains the dry powder manufacturing operation for
the Company, which includes blending, bottling and packaging of powdered drink  
mixes. The facility can produce over 400,000 pounds of powdered drink mixes     
daily and prepare for shipment 65,200 packages of various sizes per day. The dry
powder manufacturing operation can simultaneously run seven packaging lines     
giving the Company the flexibility to produce powdered drink mixes in a variety 
of packages, including cans, jugs, bags, boxes, buckets and packets. The Company
plans to maintain all domestic powdered drink mix manufacturing in the existing 
facility after completion of the New Facility in mid-1997. In addition,         
information systems will be expanded in fiscal 1997; the Company's existing     
AS400 hardware will be upgraded to double existing capacity and the Company's JD
Edwards software will be upgraded to increase all distribution, manufacturing   
and multilingual/multicurrency capacities. The Company can operate the facility 
with three manufacturing shifts, but typically dedicates two shifts to          
manufacturing and the third to sanitation, maintenance and change-over. The     
facility also produces powdered drink mixes for private label companies and     
international customers. In addition to its manufacturing capabilities, the     
facility contains quality control and research and development labs.            

 Future Salt Lake City Facility.  In response to increased sales and the
anticipated increase in demand for nutritional supplements, the Company has     
leased a 418,000 square-foot manufacturing, warehouse and office facility       
located in Salt Lake City, Utah. This facility is being built specifically for  
the Company and is expected to                                                  

38

424B1
39th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 39th

become operational in mid-1997. The New Facility will more than double current  
distribution capacity. A significant portion of office, distribution and bar    
manufacturing operations will be consolidated in the New Facility. In addition, 
the New Facility will have 85,000 square-feet of capacity for manufacturing     
capsules and tablets to supplement Nion's manufacturing facility. Raw materials 
and finished products will be stored within the New Facility, utilizing         
Automated Guided Vehicles, narrow aisles and radio frequency technology. The New
Facility will also contain an order picking module called the "pick tunnel," a  
560-foot-long racking unit that holds 1,012 SKUs in a four-level structure. The 
system is designed to provide high-speed distribution and has the software      
capabilities to run up to 13 customer orders simultaneously. The Company expects
the new system will improve the current rate at which the Company selects and   
sorts orders at its distribution facility. With this new system, the Company    
expects to be able to ship directly to customers and fulfill orders with greater
accuracy. In addition to the 24 acres on which the New Facility is being built, 
the Company purchased an additional 10 contiguous acres for future expansion.   
See "Business -- Properties."                                                   

Nion Facility.  The Nion capsule and tablet manufacturing facility is 
located in Irwindale, California. The 95,000 square-foot facility operates under
pharmaceutical Good Manufacturing Practices ("GMP") and holds an                
over-the-counter drug license. A number of the Company's products, including    
those of Great American Nutrition and Schiff, as well as private label products,
are produced in this state-of-the-art facility, which can produce over 18       
million capsules and tablets per day and operates 24 hours per day, six days per
week. The facility can also fill 85,000 bottles per day on six high-speed       
packaging lines. In addition to its manufacturing capabilities, the facility    
contains product quality and research and development labs. In order to meet    
growing demand, Nion expanded in Southern California by 34,000 square-feet in   
June 1996 to 129,000 square-feet, and will further expand with another 85,000   
square-feet in the New Facility. The Company expects the expansion will allow   
Nion to produce the Company's products along with its additional private label  
business for the foreseeable future.                                            

American Bottling and Beverage Facility.  The American Bottling and   
Beverage facility, which manufactures American Body Building beverages, is      
located in Walterboro, South Carolina and supplies beverages across North       
America and Europe. This plant began producing beverages under the American Body
Building label in December 1995 and currently has the capacity to bottle 480,000
bottles per day. The 55,000 square-foot facility is on a ten-acre site with     
access to the port of Charleston. The site allows for expansion up to another   
50,000 square-feet, allowing for increases in both manufacturing and warehousing
capacity. With the current production lines, the Company believes the capacity  
exists to meet projected volumes for the next three years. The Company can      
operate the facility on three manufacturing shifts, but typically dedicates two 
shifts to manufacturing and the third to sanitation, maintenance and            
change-over. The Company has entered into an arrangement with a bottle supplier 
whose plant will be constructed adjacent to the American Bottling and Beverage  
facility. The new bottling plant, which opened in October of 1996, has reduced  
the Company's freight costs, increased supply and reduced on-hand bottle        
inventory.                                                                      

    American Nutrition Bars Facility.  The American Nutrition Bars facility in
City of Industry, California produces nutrition bars. The plant produces Tiger's
Milk and Fi-Bar products as well as private label nutrition bars. The Company   
plans to close the City of Industry facility (one of two facility leases has    
been terminated by the Company) and relocate the American Nutrition Bars        
operations to the New Facility in mid-1997. The bar manufacturing capacity at   
the New Facility is expected to exceed the capacity of the City of Industry     
facility. The original facility could blend approximately 128,000 pounds of     
ingredients and could extrude approximately 880,000 bars per day. The Company   
could operate the facility on three manufacturing shifts, but typically         
dedicated two shifts to manufacturing and the third to sanitation, maintenance  
and change-over. The state-of-the-art extrusion equipment gives American        
Nutrition Bars the flexibility to produce a wide array of bars in many forms and
shapes.                                                                         

  Science Foods Facility.  Effective January 1, 1997, the Company acquired
the assets of Science Foods. The Science Foods facility, located in Las Vegas,  
Nevada, manufactures the Science Foods brand beverages and supplies these drinks
to approximately 2,000 health and fitness clubs located primarily in the western
United States. The 27,500 square-foot facility has the capacity to bottle 64,000
bottles per day. The Company believes that a bottling plant located in the      
western United States will complement the Company's South Carolina facility.    
Significant freight cost savings are expected as the Company will have the      
capability of delivering its American Body Building beverages to the western    
United States more economically.                                                

39

424B1
40th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 40th

     Quality Standards.  The Company is committed to meeting the highest quality
standards in the industry. The Company's manufacturing facilities are in the    
initial evaluation and implementation phases of ISO 9000 certification. As part 
of this process, all testing and inspection procedures performed by more than 35
quality control professionals are standardized and periodically evaluated for   
compliance. Each of the Company's manufacturing sites is equipped with          
microbiology and quality control laboratories. Samples are evaluated using      
visual and flavor profiles as well as analytical testing using high pressure    
liquid chromatography, atomic absorption, a UV fluorometer, thin layer          
chromatography and infrared spectrophotometric equipment. The Company's products
are also subject to extensive shelf life stability testing through which the    
Company determines the effects of aging on its products. The Company's product  
retention program allows the Company to maintain samples from each product batch
shipped and to analyze such samples to ensure product quality. Certified outside
laboratories are used routinely to evaluate the Company's laboratory performance
and to supplement its testing capabilities.                                     

Purchasing.  The Company focuses on purchasing raw materials from the 
highest quality-cost effective vendors and sources its raw materials and        
purchased goods from over 275 different qualified vendors. The Company orders   
and purchases a majority of its raw materials from its Salt Lake City           
headquarters, allowing the Company to benefit from volume purchasing discounts. 

    Distribution.  The Company's main distribution center is currently located
within the 152,000 square-foot Salt Lake City facility, however, each satellite 
facility has the capability to ship directly to customers. In addition to its   
domestic distribution facilities, the Company has distribution capabilities in  
the United Kingdom, Spain and Canada. The recent acquisition of Weider Spain    
enables the Company to manufacture nutritional supplements in Spain and market  
nutritional supplements throughout continental Europe, including Italy, Germany,
France, Belgium, the Netherlands, Luxembourg, Portugal and Spain. Through Weider
Canada, the Company markets nutritional supplements to South America, Eastern   
Europe and the Pacific Rim. These acquisitions provide the Company with the     
rights to manufacture and market nutritional supplements worldwide, excluding   
Australia, New Zealand, Japan and South Africa. The Company expects that its    
distribution capacity will be more than doubled as a result of the construction 
of the New Facility. The majority of the distribution capacity currently located
in the Salt Lake City facility will be moved to the New Facility and each       
satellite facility in California and South Carolina will maintain the capability
to ship directly to customers.                                                  

COMPETITION                                                                     

The nutritional supplement industry consists of six principal types of
suppliers: independent health food suppliers, who focus primarily on vitamins   
and nutritional supplements; mass volume retail suppliers, who sell nutritional 
products that have mass appeal; gym and health club product companies; direct   
sale and mail order marketers; private label manufacturers; and major           
pharmaceutical companies. The majority of competitors in the nutritional        
supplement industry are small marketing operations focused on one or two of     
these distribution channels.                                                    

The Company does not compete with any one competitor in all of its    
distribution channels. The Company's primary competitors in the independent and 
natural health food market include Nature's Way, Nutraceuticals, Solgar,        
Twinlab, Rexall Sundown and EAS. In the mass volume retail market, competitors  
include Amerifit, Richardson Labs, Slim-Fast, Thompson Medical and Cybergenics. 
Gyms and health club suppliers include Costello's and Nature's Best. In the     
direct sale and mail order markets, competitors include Amrion, Amway, Nu-Skin, 
Usana and in the private label manufacturing market, competitors include GNP,   
Pharmavite, Leiner, Tishcon and Northridge Labs. In addition, large             
pharmaceutical companies and packaged food and beverage companies compete with  
the Company on a limited basis in the nutritional supplement market. Increased  
competition from such companies could have a material adverse effect on the     
Company as they have greater financial and other resources available to them and
possess extensive manufacturing, distribution and marketing capabilities far    
greater than those of the Company.                                              

     The Company believes that by reacting quickly to market changes, scientific
discoveries and competitive challenges, the Company will continue to compete    
effectively in the nutritional supplement industry. As the nutritional          
supplement industry grows and evolves, the Company believes retailers will rely 
heavily on suppliers,                                                           

40

424B1
41st Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 41st

such as the Company, that can respond quickly to new opportunities, support them
with production capacity and flexibility, and provide innovative and high margin
products. In addition, retailers have begun to align themselves with suppliers, 
such as the Company, who are financially stable, aggressively market a broad    
portfolio of products and offer superior customer service. The Company believes 
it has a distinct competitive advantage over other nutritional supplement       
companies because of its portfolio of recognized brands, multiple distribution  
channels and state-of-the-art manufacturing capabilities. The Company's         
financial, marketing and manufacturing resources allow it to support advertising
and marketing brand campaigns and quickly develop, manufacture and innovate new 
product concepts in response to industry trends.                                

REGULATION                                                                      

    The manufacturing, packaging, labeling, advertising, distribution and sale
of the Company's products are subject to regulation by one or more governmental 
agencies, the most active of which is the FDA, which regulates the Company's    
products under the FDCA and regulations promulgated thereunder. The Company's   
products are also subject to regulation by the FTC, the CPSC, the USDA and the  
EPA. The Company's activities are also regulated by various agencies of the     
states, localities and foreign countries to which the Company distributes its   
products and in which the Company's products are sold. The FDCA has been amended
several times with respect to dietary supplements, most recently by the NLEA and
the DSHEA.                                                                      

   The Company is a party to the Order with the FTC, which was signed by the
Parent in 1985. Pursuant to the Order, the Company is prohibited from making    
certain advertising claims relating to the muscle building capabilities of      
Anabolic Mega Paks and Dynamic Life Essence and any other product of            
substantially similar composition. In connection with the Company's other food  
products, the Company is similarly prohibited from making these claims unless   
the Company is able to substantiate such claims. In 1986, the Parent was        
required to pay a maximum amount of $400,000 pursuant to the Order as           
reimbursements to purchasers of Anabolic Mega Paks and Dynamic Life Essence. To 
the extent such reimbursements amounted to less than $400,000, the Parent was   
required pursuant to the Order to pay the remainder to a designated research    
center for the study of the relationship between nutrition and muscular         
development. The Parent has paid all amounts required to be paid under the      
Order. In September 1991, the FTC informed the Company that the FTC had reviewed
the several compliance reports which had been filed from March 1986 through and 
including June 20, 1991 and no action was planned at such time. Although the    
Company has received occasional inquiries from the FTC regarding compliance     
matters since September 1991, the FTC has not taken any formal action regarding 
the Company's compliance with the Order.                                        

The Company manufactures certain products pursuant to contracts with  
customers who distribute the products under their own or other trademarks. Such 
customers are subject to governmental regulations in connection with their      
purchase, marketing, distribution and sale of such products, and the Company is 
subject to such regulations in connection with the manufacture of such products 
and its delivery of services to such customers. However, the Company's contract 
manufacturing customers are independent companies, and their labeling, marketing
and distribution of such products is beyond the Company's control. The failure  
of these customers to comply with applicable laws or regulations could have a   
material adverse effect on the Company.                                         

  Governmental regulations in foreign countries where the Company plans to
commence or expand sales may prevent or delay entry into the market or prevent  
or delay the introduction, or require the reformulation, of certain of the      
Company's products. Compliance with such foreign governmental regulations is    
generally controlled by the Company's distributors for those countries. These   
distributors are independent contractors over whom the Company has limited      
control.                                                                        

     The Company has a number of individuals dedicated to regulatory compliance,
including a Vice President of Quality Control, a Director of Regulatory Affairs 
and a Vice President of Research, in addition to a number of outside legal      
consultants. The Vice President of Quality Control is responsible for conforming
each of the Company's manufacturing facilities to applicable GMPs and federal   
and state regulations. The Director of Regulatory Affairs' responsibilities     
include ensuring that all product packaging and advertising comply with FDA and 
FTC requirements and serving as the primary liaison between the Company and the 
Company's outside                                                               

41

424B1
42nd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 42nd

patent consultants. The Vice President of Research is responsible for submitting
structure/function claims to the FDA and validating any technical claims made in
any of the Company's advertising or packaging.                                  

   The Company may be subject to additional laws or regulations administered
by the FDA or other federal, state or foreign regulatory authorities, the repeal
or amendment of laws or regulations which the Company considers favorable, such 
as the DSHEA, or more stringent interpretations of current laws or regulations, 
from time to time in the future. The Company is unable to predict the nature of 
such future laws, regulations, interpretations or applications, nor can it      
predict what effect additional governmental regulations or administrative       
orders, when and if promulgated, would have on its business in the future. They 
could, however, require the reformulation of certain products to meet new       
standards, the recall or discontinuance of certain products not able to be      
reformulated, imposition of additional recordkeeping requirements, expanded     
documentation of the properties of certain products, expanded or different      
labeling and scientific substantiation. Any or all of such requirements could   
have a material adverse effect on the Company's results of operations and       
financial condition. See "Risk Factors -- Government Regulation."               

EMPLOYEES                                                                       

  At February 28, 1997, the Company employed approximately 520 persons, of
whom approximately 290 were in management, sales, purchasing, logistics and     
administration and approximately 230 were in manufacturing. Additionally, the   
Company utilizes temporary employees in some of its manufacturing processes. For
fiscal 1996, the Company's temporary employment expense was approximately $3.8  
million. The Company is not party to, and does not expect to be a party to, any 
collective bargaining arrangements.                                             

PROPERTIES                                                                      

The Company operates the following facilities:                        

                                                        [Enlarge/Download Table]

      LOCATION                     FUNCTION                 AGGREGATE SPACE     LEASE/OWN
---------------------  ---------------------------------  --------------------  ---------
                                                                                         
Salt Lake City, UT     Company headquarters;              152,000 square feet   Own      
                         manufacturing and distribution                                  
                         center for capsules and                                         
                         tablets, powdered drink mixes                                   
                         and nutrition bars                                              
Irwindale, CA          Capsule and tablet manufacturing   129,000 square feet   Lease    
City of Industry, CA   Nutritional bar manufacturing      35,000 square feet    Lease    
Walterboro, SC         Liquids manufacturing              55,000 square feet    Own      
Las Vegas, NV          Liquids manufacturing              27,500 square feet    Lease    
Montreal, Quebec       Office and warehouse space         24,600 square feet    Lease    
Madrid, Spain          Office and manufacturing           20,000 square feet    Lease    

The Company owns a 152,000 square foot, state-of-the-art distribution,
manufacturing and office facility in Salt Lake City, Utah, which it has occupied
since December 1993. This facility has served as the Company's international    
executive offices for management, sales and administration. In addition, this   
facility is the distribution center for capsules and tablets, powdered drink    
mixes and nutrition bars and provides 47,000 square feet for powdered drink mix 
manufacturing operations. The Company also leases 67,000 square feet of         
warehouse space in Salt Lake City.                                              

The Company leases three separate facilities in Irwindale, California,
aggregating approximately 129,000 square feet for capsule and tablet            
manufacturing operations. Capsules and tablets, sold by the Company under the   
brand names Schiff, Excel, and Great American Nutrition, are produced in these  
facilities, along with capsules and tablets for private label customers.        

  The Company currently leases a building in City of Industry, California,
that it is approximately 35,000 square feet for nutritional bar manufacturing   
operations. Nutrition bars sold under the brand names Fi-Bar and Tiger's Milk   
are produced at this facility, along with nutrition bars for private label      
customers. The nutrition bar manufacturing operations will be moved to the New  
Facility in 1997 and the City of Industry operations will be                    

42

424B1
43rd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 43rd

closed and the lease will be terminated. The lease for an additional 25,000     
square foot facility has been terminated already.                               

 The Company owns a 55,000 square foot liquids manufacturing facility in
Walterboro, South Carolina. This state-of-the-art facility produces drinks such 
as American Body Building beverages sold through independent distributors and   
produces other beverages sold under the Great American Nutrition label to mass  
volume retail distributors. The liquids manufacturing operation formerly located
on Long Island, New York, was acquired on January 1, 1995, and subsequently     
moved to Walterboro, South Carolina.                                            

   The Company has entered a lease for the 418,000 square foot New Facility,
which is expected to be operational by mid-1997. The lease agreement governing  
the New Facility is for an initial term of 16 years with two 5-year renewal     
options.                                                                        

In connection with the acquisition of the assets of Science Foods,    
effective January 1, 1997, the Company assumed a lease for a 27,500 square foot 
manufacturing facility in Las Vegas, Nevada. This facility currently produces   
Science Foods branded beverages that are sold through distributors to           
approximately 2,000 health and fitness clubs. The lease for this facility       
expires in November 1999.                                                       

     In connection with the purchase of Weider Canada, on September 1, 1996, the
Company and Ben Weider entered into a two-year lease pursuant to which the      
Company agreed to lease an approximately 24,600 square foot office and warehouse
facility in Montreal from Ben Weider.                                           

    In connection with the purchase of Weider Spain, on September 1, 1996, the
Company entered into an agreement to lease a 20,000 square foot office and      
manufacturing facility in Madrid, Spain. The lease has a 10 year term.          

TRADEMARKS AND PATENTS                                                          

At March 18, 1997 the Company had approximately 83 federal trademark  
registrations and approximately 95 trademark applications pending with the      
United States Patent and Trademark Office. The Company's policy is to pursue    
registrations for all of the trademarks associated with its key products. The   
Company protects its legal rights concerning its trademarks and is currently    
enforcing several trademarks against infringement by litigation, both in the    
United States and in foreign countries, including litigation pertaining to its  
registered trademark Fat Burners(R). See "Business -- Legal Matters."           

The Company relies on common law trademark rights to protect its      
unregistered trademarks. Common law trademark rights do not provide the Company 
with the same level of protection as afforded by a United States federal        
registration of a trademark. In addition, common law trademark rights are       
limited to the geographic area in which the trademark is actually used, while a 
United States federal registration of a trademark enables the registrant to stop
the unauthorized use of the trademark by any third party anywhere in the United 
States even if the registrant has never used the trademark in the geographic    
area wherein the unauthorized use is being made (provided, however, that an     
unauthorized third party user has not, prior to the registration date, perfected
its common law rights in the trademark in that geographical area). The Company  
intends to register its trademarks in certain foreign jurisdictions where the   
Company's products are sold. However, the protection available in such          
jurisdictions may not be as extensive as the protection available to the Company
in the United States. See "Risk Factors -- Intellectual Property Protection."   

Currently, the Company has three patent applications submitted to the 
United States Patent and Trademark Office which are currently under review. The 
Company expects definitive action from the United States Patent and Trademark   
Office sometime in late 1997.                                                   

LEGAL MATTERS                                                                   

     Because the Company manufactures products designed to be ingested, it faces
the risk that materials used for the final products may be contaminated with    
substances that may cause sickness or other injury to persons who have used the 
products. Although the Company maintains production and operating standards     
designed to prevent such events, certain portions of the process of product     
development, including the production, harvesting, storage and transportation of
raw materials, along with the handling, transportation and storage of finished  
products                                                                        

43

424B1
44th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 44th

delivered to consumers, are not within the control of the Company. Furthermore, 
sickness or injury to persons may occur if products manufactured by the Company 
are ingested in dosages which exceed the dosage recommended on the product      
label. The Company cannot control misuse of its products by consumers or the    
marketing, distribution and resale of its products by its customers. With       
respect to product liability claims in the United States, the Company has $1.0  
million per occurrence and $1.0 million in aggregate liability insurance subject
to self-insurance retention of $25,000. In addition, if claims should exceed    
$1.0 million, the Company has excess umbrella liability insurance of up to $25.0
million which it expects to increase to $90.0 million prior to the Offerings.   
However, there can be no assurance that such insurance will continue to be      
available, or if available, will be adequate to cover potential liabilities. The
Company generally does not obtain contractual indemnification from parties      
supplying raw materials or marketing its products and, in any event, any such   
indemnification is limited by its terms and, as a practical matter, to the      
creditworthiness of the indemnification party. In the event that the Company    
does not have adequate insurance or contractual indemnification, product        
liabilities relating to defective products could have a material adverse effect 
on the Company.                                                                 

    The Company and its subsidiary, Schiff Products, Inc. ("Schiff Products"),
together with other distributors, manufacturers and retailers of L-Tryptophan,  
are defendants in actions in federal and state courts seeking compensatory and, 
in some cases, punitive damages for alleged personal injuries resulting from the
ingestion of products containing allegedly contaminated L-Tryptophan. The       
Company acquired Schiff Products pursuant to an asset acquisition transaction in
1989. Schiff Products was a distributor of L-Tryptophan, but neither the Company
nor Schiff Products ever distributed products that are the subject of the       
lawsuits. In each lawsuit, the L-Tryptophan products were shipped by the entity 
from whom the Company purchased the trademark Schiff and other assets in 1989.  
The Company and Schiff Products have entered into an indemnification agreement  
(the "Indemnification Agreement") with Showa Denko America ("SDA"), a U.S.      
subsidiary of a Japanese corporation, Showa Denko, K.K. ("SDK"). Under the      
Indemnification Agreement, SDA agreed to assume the defense of all claims       
arising out of the ingestion of L-Tryptophan products, pay all legal fees and   
indemnify the Company and its affiliates against liability in any action if it  
is determined that a proximate cause of the injury sustained by the plaintiff in
the action was a constituent of the raw material sold by SDA to Schiff Products,
or was a factor for which SDA or any of its affiliates was responsible, except  
to the extent that action by the Company or Schiff Products proximately         
contributed to the injury, and except for certain claims relating to punitive   
damages. SDK has posted a revolving irrevocable letter of credit for the benefit
of the indemnified group if SDA is unable or unwilling to satisfy any claims or 
judgments. SDK has unconditionally guaranteed the payment obligations of SDA    
under the Indemnification Agreement. Although the Company believes that the     
prospect of a material adverse effect on the Company's results of operations or 
financial condition arising from these lawsuits is remote and no provision in   
the Company's financial statements has been made for any loss that may result   
from these actions, no assurance can be given that such lawsuits would not have 
a material adverse effect on the results of operations or financial condition of
the Company. See "Risk Factors -- Products Liability."                          

The Company has filed suit in the United States District Court for the
District of Utah on March 20, 1995 against one of its competitors for           
infringement of the Company's federally registered trademark Fat Burners(R). The
defendant has petitioned the United States Patent and Trademark office to cancel
the registration of the Fat Burners(R) trademark. The cancellation proceeding   
has been suspended by the U.S. Trademark Office, pending the outcome of the     
above-noted litigation. The defendant had filed a motion for summary judgment,  
which was denied and the case is still in the discovery stage.                  

    The Company was named as one of several defendants in a suit filed by John
Psathas in California Superior Court, Contra Costa County in December 1996      
alleging unfair competition and false advertising under California law. Mr.     
Psathas alleges that the defendants, including the Company, promoted and sold a 
product known as Steel Bars, the labels and advertising materials for which     
contained incorrect information concerning the product's nutritional content.   
Mr. Psathas seeks, among other things, injunctive relief prohibiting the alleged
conduct and compelling restitution of monies obtained from the sale of Steel    
Bars and attorneys' fees. The Company answered the complaint on February 27,    
1997 and denied all material allegations. If the Company cannot reach an        
agreeable settlement with Mr. Psathas, the Company intends to defend the        
complaint vigorously.                                                           

    The Natural Resources Defense Council (the "NRDC") filed a suit in the San
Francisco Superior Court on February 3, 1997, naming Schiff Products, Inc., as a
defendant. The complaint in that action contends that                           

44

424B1
45th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 45th

calcium supplements sold by the Company and many other nutritional supplement   
companies in California do not comply with Proposition 65. Proposition 65       
prohibits businesses from exposing any person to a substance known to the State 
of California to cause cancer or reproductive harm without warning that person  
prior to the exposure. Warnings are not required if the exposure would not pose 
a significant risk. Also, the laws implementing Proposition 65 provide that no  
warning is required for exposures to substances that occur naturally in food.   
Proposition 65 provides for penalties of $2,500 for each time a person is       
exposed to a product that violates the requirements of Proposition 65. In its   
suit the NRDC questions whether the presence of lead in calcium supplements is  
at a sufficiently high level to require a warning. The Company's position is    
that lead in calcium supplements is at a very low level and that, moreover,     
calcium supplements are food, and any lead present is naturally occurring. The  
Company owns Schiff Products and will be defending the NRDC action against      
Schiff. Since the lawsuit was recently filed and served, it is too early to     
determine the probable outcome or cost of defending the action. The Attorney    
General of the State of California has also filed suit against several          
manufacturers for marketing calcium supplements that exceed lead content under  
Proposition 65. Although the Company has not been named in this suit, there can 
be no assurance that the Company will not ultimately be named.                  

The Company is presently engaged in various other legal actions, and, 
although ultimate liability cannot be determined at the present time, the       
Company currently believes that the amount of any such liability from these     
other actions and the lawsuits described in the preceding paragraphs, after     
taking into consideration the Company's insurance coverage, will not have a     
material adverse effect on its results of operations and financial condition.   

45

424B1
46th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 46th

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS                                                

   The table below sets forth the names and ages at February 28, 1997 of the
directors and executive officers of the Company.                                

                                                        [Enlarge/Download Table]

 DIRECTORS AND EXECUTIVE                                                             
        OFFICERS           AGE                        POSITION                       
-------------------------  ---  -----------------------------------------------------
                                                                                     
Eric Weider..............  33   Director and Chairman of the Board                   
Richard B. Bizzaro.......  54   Chief Executive Officer, President and Director      
Robert K. Reynolds.......  40   Chief Operating Officer, Executive Vice President,   
                                Secretary and Director                               
Richard A. Blair.........  37   Executive Vice President -- Sales and Marketing      
Stephen D. Young.........  43   Executive Vice President -- Operations and Chief     
                                Financial Officer                                    
Ronald L. Corey..........  58   Director                                             
Roger H. Kimmel..........  50   Director                                             
George F. Lengvari.......  54   Director                                             

     Eric Weider has been a director of the Company since June 1989, Chairman of
the Board since August 1996 and is currently President and Chief Executive      
Officer of the Parent. Mr. Weider also serves as a member of the board of       
directors of a number of public and private companies in the United States and  
Canada, including the Parent and Mpact Immedia Corporation. Mr. Weider is also  
the President of the Joe Weider Foundation.                                     

Richard B. Bizzaro has been Chief Executive Officer, President and a  
director of the Company since June 1990. Prior to his appointment as Chief      
Executive Officer and President of the Company, he was Vice President of Sales  
for the Parent, responsible for sales at Weider Nutrition and Weider Exercise   
Equipment. Mr. Bizzaro has worked for the Company, the Parent or one of the     
Parent's affiliates since 1983.                                                 

Robert K. Reynolds has been Executive Vice President, Chief Operating 
Officer and Secretary of the Company since July 1992 and a director of the      
Company since January 1994. Mr. Reynolds joined the Company in September 1990 as
Chief Financial Officer. Mr. Reynolds, a certified public accountant, is        
primarily responsible for all domestic and international operations.            

   Richard A. Blair has been Executive Vice President -- Sales and Marketing
of the Company since January 1997. From January 1994 to January 1997, Mr. Blair 
was Senior Vice President -- Sales of the Company. Mr. Blair is primarily       
responsible for overseeing the national sales force and distribution channels   
and for directing marketing, creative and advertising strategies. Mr. Blair     
joined the Company in June 1991 and prior thereto was Director of Sales and     
Marketing at Tunturi Sports Equipment Company, which he joined in 1984.         

    Stephen D. Young has been Executive Vice President -- Operations and Chief
Financial Officer of the Company since January 1997. From January 1994 to       
January 1997, Mr. Young was Senior Vice President -- Finance and Chief Financial
Officer of the Company. Mr. Young joined the Company in September 1993. He is   
responsible for all finance, accounting, information systems, human resources,  
administration, due diligence on acquisitions, operations and product           
development. Mr. Young is a certified public accountant and, prior to September 
1993, was Vice President Finance at First Health Strategies, which he joined in 
1983.                                                                           

   Ronald L. Corey has been a director of the Company since August 1996. Mr.
Corey has been President of the Club de Hockey Canadien Inc. (the Montreal      
Canadiens) and the Molson Center Inc. since 1982. In addition, between 1985 and 
1989, Mr. Corey held the position of Chairman of the Board and director of the  
Montreal Port Corporation. Mr. Corey has served as a director of numerous       
companies, including Banque Laurentienne, Reno-Depot Inc. and Transamerica Life 
Companies.                                                                      

   Roger H. Kimmel has been a director of the Company since August 1996. Mr.
Kimmel has been a partner at the law firm of Latham & Watkins for more than five
years. Mr. Kimmel is a director of Algos Pharmaceutical Corporation and TSR     
Paging Inc.                                                                     

46

424B1
47th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 47th

  George F. Lengvari has been a director of the Company since August 1996.
Mr. Lengvari has been Vice Chairman of the Parent since June 1995 and Chairman  
of Weider Publications U.K. since September 1994. Prior to joining the Parent,  
Mr. Lengvari was a partner for 22 years in the law firm Lengvari Braman and is  
currently of counsel to the law firm LaPointe Rosenstein. Mr. Lengvari currently
serves as a member of the board of directors of the Parent.                     

The Bylaws of the Company provide for a Board of Directors of at least
three but not more than 15 directors. In accordance with the Bylaws, the Board  
of Directors has fixed the number of directors at nine, leaving three vacancies 
which the Parent expects to fill with at least two independent directors        
promptly after the Offerings, with the first of such independent directors being
selected within three months after the Offerings and the second being selected  
within six months after the Offerings. The Certificate of Incorporation provides
that holders of Class B Common Stock have the right to 10 votes on all matters  
presented to stockholders of the Company for vote, including the election of    
directors. As a result, the Parent, as the holder of all of the outstanding     
shares of Class B Common Stock, will have the right to elect all of the         
directors of the Company. Directors will be elected at the annual meeting of    
stockholders, except for vacancies filled by the Board of Directors, and each   
director will hold office until his successor is elected and qualified;         
provided, however, unless otherwise restricted by the Company's Certificate of  
Incorporation or law, any director or the entire Board of Directors may be      
removed, either with or without cause, from the Board of Directors at any       
meeting of stockholders by a majority of the votes cast and entitled to be voted
at that meeting. Officers serve at the discretion of the Board of Directors. See
"Description of Capital Stock -- Common Stock."                                 

    The Board of Directors created an Audit Committee which is responsible for
reviewing the results and scope of the audit and other services provided by the 
Company's independent auditors. The Board of Directors also created a           
Compensation Committee which is responsible for determining executive           
compensation and administering the Stock Option Plan. The Board of Directors    
intends to designate a committee consisting of independent directors to review  
all material related party transactions. Messrs. Weider, Lengvari and Kimmel    
serve on both the Audit and the Compensation Committees.                        

DIRECTOR COMPENSATION                                                           

    Members of the Board of Directors who are not (i) employees of the Company
or (ii) employees or directors of the Parent (together, the "Independent        
Directors") will receive an annual fee of approximately $12,000, options to     
purchase 20,000 shares of Class A Common Stock upon agreeing to serve as a      
director of the Company (or upon consummation of the Offerings if later) and    
options to purchase 7,000 shares of Class A Common Stock upon completion of each
successive year of service as a director. Options granted to Independent        
Directors will become exercisable in equal annual installments on each of the   
first five anniversaries of the date of the grant so long as the Independent    
Director continues to serve as a director of the Company. The Company will also 
reimburse all directors for their expenses incurred in connection with their    
activities as directors of the Company. Directors who are not Independent       
Directors receive no compensation for serving on the Board of Directors.        

COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                                  

The Company did not have a Compensation Committee during fiscal 1996. 
Officers' compensation during fiscal 1996 to officers other than Messrs. Bizzaro
and Reynolds was determined by the Chief Executive Officer and Chief Operating  
Officer and approved by the Compensation Committee of the Parent. Officers'     
compensation during fiscal 1996 to Messrs. Bizzaro and Reynolds was determined  
by the Compensation Committee of the Parent. The Parent's Compensation Committee
consisted of Messrs. Eric Weider, Ben Weider, and George F. Lengvari.           

47

424B1
48th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 48th

EXECUTIVE COMPENSATION                                                          

The following table sets forth certain information with respect to the
compensation paid by the Company for services rendered to the Company in all    
capacities for the fiscal year ended May 31, 1996 to its Chief Executive Officer
and to its four most highly paid executive officers other than the Chief        
Executive Officer (the "Named Executive Officers").                             

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]

                                                                        LONG TERM                    
                                            ANNUAL COMPENSATION       COMPENSATION                   
                                         --------------------------  ---------------       OTHER     
      NAME AND PRINCIPAL POSITION        YEAR    SALARY     BONUS    OPTIONS/SARS(1)  COMPENSATION(2)
---------------------------------------  ----   --------   --------  ---------------  ---------------
                                                                                                     
Richard B. Bizzaro.....................  1996   $270,000   $425,476       15,169          $15,900    
  Chief Executive Officer and                                                                        
  President                                                                                          
Robert K. Reynolds.....................  1996    200,000    283,651       10,113           15,900    
  Chief Operating Officer, Executive                                                                 
  Vice President and Secretary                                                                       
Richard A. Blair.......................  1996    145,000    141,826        4,035           15,900    
  Executive Vice President -- Sales and                                                              
  Marketing                                                                                          
Richard S. Kashenberg(3)...............  1996    175,000    141,826        4,035            7,312    
  Senior Vice President; Chief                                                                       
  Executive Officer and President                                                                    
  of Nion                                                                                            
Stephen D. Young(4)....................  1996    110,000     93,605        4,035            8,100    
  Executive Vice President -- Operations                                                             
  and Chief Financial Officer                                                                        

---------------                                                                 
(1) The Company entered into Management Incentive Agreements pursuant to which  
    certain employees of the Company were granted performance units as incentive
compensation. See "-- Management Incentive Agreements."                 

(2) Other compensation for Messrs. Bizzaro, Reynolds and Blair in 1996 includes 
matching contributions to the Company's 401(k) plans, health insurance  
 premium payments by the Company, long-term disability premium payments by
the Company, automobile allowances provided by the Company, and life    
insurance premium payments by the Company.                              

(3) The Company began compensating Mr. Kashenberg on September 1, 1995. Mr.     
   Kashenberg's employment with the Company ended effective December 31, 1996.
   Other compensation for Mr. Kashenberg in 1996 includes club membership dues
paid by the Company, automobile allowances paid by the Company, life    
insurance premium payments by the Company, matching contributions to the
  Company's 401(k) plan, health insurance premium payments by the Company in
1996 and long-term disability premium payments by the Company.          

(4) Other compensation for Mr. Young in 1996 includes matching contributions to 
    the Company's 401(k) plan, health insurance premium payments by the Company,
long-term disability premium payments by the Company, and life insurance
premium payments by the Company.                                        

MANAGEMENT INCENTIVE AGREEMENTS                                                 

    The Company has management incentive agreements (the "Management Incentive
Agreements") pursuant to which certain employees of the Company (the            
"Recipients") have been granted performance units ("Performance Units") as      
incentive compensation. The Performance Units entitle the Recipients to a cash  
payment or, at the option of the Company, shares of Class A Common Stock upon   
the conversion of the Performance Unit. In accordance with the terms of the     
Management Incentive Agreements, the Performance Units may be converted by the  
Recipients upon the occurrence of any of the following events (each a           
"Conversion Event"): the merger, consolidation or sale of all or substantially  
all of the assets of the Company; the acquisition of 50% or more of the fair    
market value of the outstanding capital stock of the Company by persons who were
not direct or indirect stockholders of the Company as of the grant date; the    
initial public offering by the Company of its Common Stock; or the termination  
of the employee's employment with the Company for any reason, including death or
disability.                                                                     

48

424B1
49th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 49th

SUMMARY OF PERFORMANCE UNIT HOLDINGS AND PAYMENTS 

The following table sets forth certain information relating to the    
Performance Units held by each Recipient, after giving effect to the Offerings: 

                                                        [Enlarge/Download Table]

                                                                            PAYMENTS TO RECIPIENTS AFTER    
                                                                                     OFFERINGS              
                                                                        ------------------------------------
                                                                                      CLASS A COMMON STOCK  
                                 VALUE OF              VALUE OF                      -----------------------
                            VESTED PERFORMANCE   UNVESTED PERFORMANCE                              NUMBER OF
        RECIPIENT                 UNITS                 UNITS              CASH         VALUE       SHARES  
--------------------------  ------------------  ----------------------  ----------   -----------   ---------
                                                (DOLLARS IN THOUSANDS)                                      
                                                                                                            
Richard B. Bizzaro........     $      6,815           $       --        $    1,363   $     5,452    495,645 
Robert K. Reynolds........            4,543                   --               909         3,635    330,430 
Richard A. Blair..........              574                  502               172           402     36,543 
Stephen D. Young..........              574                  502               172           402     36,543 
David P. Mastroiani.......              574                  502               172           402     36,543 
Stephen J. Krzeski........              574                  502               172           402     36,543 
                                -----------           ----------        ----------   -----------    ------- 
          Total...........     $     13,654           $    2,008        $    2,960   $    10,695    972,247 
                                ===========           ==========        ==========   ===========    ======= 

     A portion of the Performance Units granted to Recipients other than Messrs.
Bizzaro and Reynolds will be accelerated in connection with the Offerings and   
the remainder of each such Recipient's unvested Performance Units will be       
cancelled. As consideration for the unvested Performance Units to be cancelled  
in connection with the Offerings Recipients other than Messrs. Bizzaro and      
Reynolds will receive a grant of restricted Class A Common Stock for that number
of shares equal to (i) the excess of the current value of the cancelled         
Performance Units over the base value of such Performance Units divided by (ii) 
the initial public offering price of the Class A Common Stock. Such shares of   
restricted Class A Common Stock will not be transferable prior to the expiration
of the transfer restriction, which will lapse as such shares vest. The vesting  
schedule for the restricted shares shall be as follows: 20% of such shares vest 
on the first anniversary of grant, with 20% vesting on each subsequent          
anniversary until all such restricted shares have vested. If any Recipient of   
restricted shares terminates his employment with the Company, the Company will  
have the option to repurchase such Recipient's unvested restricted shares at the
base value of such shares.                                                      

     Simultaneously with the Offerings, which constitute a Conversion Event, and
as reflected in the table above, the Company intends to pay amounts owed to     
Messrs. Bizzaro and Reynolds under the Management Incentive Agreements in cash  
and Class A Common Stock, with the number of shares of such Class A Common Stock
to be equal to 80% of the conversion value of the vested Performance Units held 
by each of Messrs. Bizzaro and Reynolds divided by the initial public offering  
price and the amount of cash to equal 20% of the conversion value of such vested
Performance Units. In addition, the Company intends to pay in full the amounts  
owed to Recipients other than Messrs. Bizzaro and Reynolds under the Management 
Incentive Agreement in cash and Class A Common Stock, with the number of shares 
of such Class A Common Stock to be equal to 70% of the conversion value of the  
vested Performance Units held by each of the Recipients other than Messrs.      
Bizzaro and Reynolds divided by the initial public offering price and the amount
of cash equal to 30% of the conversion value of the vested Performance Units    
held by each of the Recipients other than Messrs. Bizzaro and Reynolds. The     
primary reason for the cash payments is to assist the Recipients with payment of
their personal income tax liabilities resulting from conversion of their        
Performance Units. Upon conversion of a Performance Unit, Messrs. Bizzaro and   
Reynolds will receive approximately 14,061 shares of Class A Common Stock and   
Recipients other than Messrs. Bizzaro and Reynolds will receive approximately   
5,270 shares of Class A Common Stock.                                           

    In order to further facilitate the payment of individual income taxes, the
Company will make available to each Recipient a loan in principal amount up to  
30% of the conversion value of the vested Performance Units held by each        
Recipient. Such loans to the Recipients will bear interest at 8.0% per annum and
will have terms of 5 years from the borrowing date and shall be secured by the  
Recipients. Shares of Class A Common Stock received by a Recipient will not have
been registered pursuant to the Securities Act and may be resold by the         
Recipient only pursuant to an effective registration statement, pursuant to Rule
144 or pursuant to another exemption under the Securities Act.                  

49

424B1
50th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 50th

 In connection with a payment to the Recipients upon consummation of the
Offerings, the Company expects to issue not more than 972,247 shares of Class A 
Common Stock to Recipients under the Management Incentive Agreements. The       
estimated pro forma impact on the financial statements of the Company of        
payments under the Management Incentive Agreements, as well as the issuance of  
approximately 42,000 shares pursuant to the Equity Plan (see "-- Equity Plan"), 
is summarized as follows.                                                       

                                                        [Enlarge/Download Table]

                                                                        ESTIMATED IMPACT   
                                                                     ----------------------
                                                                     (DOLLARS IN THOUSANDS)
                                                                                           
Performance Unit Conversion:                                                               
  Class A Common Stock to be issued to Recipients...................        $ 11,157       
  Cash paid to Recipients...........................................           3,339       
                                                                             -------       
     Total Performance Unit conversion..............................        $ 14,496       
                                                                             =======       
Pro Forma Income Statement Impact:                                                         
  Compensation expense recognized by Company........................        $ 14,496       
  Corporate income tax benefit......................................          (5,798)      
                                                                             -------       
     One-time charge to net income..................................        $  8,698       
                                                                             =======       
Pro Forma Balance Sheet Impact:                                                            
  Cash paid to Recipients...........................................        $ (3,339)      
  Loans to Recipients for personal income taxes.....................          (4,097)      
  Cash income tax benefit...........................................           5,798       
                                                                             -------       
     Net reduction in cash..........................................          (1,638)      
  Loans to Recipients for personal income taxes.....................           4,097       
                                                                             -------       
     Net increase in assets.........................................        $  2,459       
                                                                             =======       
  Decrease to retained earnings.....................................        $ (8,690)      
  Increase in paid-in capital for stock conversion..................          11,157       
                                                                             -------       
     Net increase in stockholders' equity...........................        $  2,459       
                                                                             =======       

  As a result of the conversion of $14.5 million in Performance Units upon
consummation of the Offerings, the Company will record a one-time after-tax     
compensation expense of $8.7 million during the fourth quarter of fiscal 1997.  
In addition, the Company will have a net cash outflow during the fourth quarter 
of $1.6 million due to the partial payment of amounts owed to Recipients in cash
and loans made to Recipients for personal income taxes payable by such          
Recipients in connection with the conversion of their Performance Units, which  
would be offset by the cash income tax benefit associated with the non-cash     
compensation expense as a result of the conversion. With respect to pro forma   
balance sheet impacts, the Company expects an increase to stockholders' equity  
during the fourth quarter of $2.5 million reflecting the conversion of          
Recipients' Performance Units into Class A Common Stock and the reduction in    
retained earnings due to the associated compensation charge net of tax.         

   In connection with the vesting of restricted shares granted to Recipients
(other than Messrs. Bizzaro and Reynolds) for unvested Performance Units        
cancelled in connection with the Offerings, the Company expects an annual,      
non-cash, pre-tax compensation expense of $400,000 per year for the next five   
years.                                                                          

   All Recipients are subject to the short-swing profits rules under Section
16(b) of the Exchange Act. Pursuant thereto and to Section 83(b) of the Code,   
each Recipient may elect, upon the issuance to him of such Class A Common Stock,
to be taxable thereon as of the date of issuance on the basis of the fair market
value of such restricted Class A Common Stock as of such date. By agreement with
each Recipient, the Company shall withhold such cash to make payment on behalf  
of each Recipient to the applicable taxing authority.                           

EQUITY PLAN                                                                     

On February 28, 1997, the Company adopted and the stockholders of the 
Company approved the 1997 Equity Participation Plan of Weider Nutrition         
International, Inc. (the "Equity Plan"). The principal purposes of              

50

424B1
51st Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 51st

the Equity Plan are to provide incentives for officers, employees and           
consultants of the Company through granting of options, restricted stock and    
other awards ("Awards"), thereby stimulating their personal and active interest 
in the Company's development and financial success, and inducing them to remain 
in the Company's employ. The Equity Plan is also intended to assist the Company 
in attracting and retaining qualified non-employee directors by providing for   
the automatic grant of non-qualified stock options to Independent Directors.    

     Upon consummation of the Offerings, the Company intends to grant to certain
executive officers and other employees non-qualified stock options to purchase  
an aggregate of approximately 1,048,000 shares of Class A Common Stock, and to  
each of the Independent Directors, non-qualified stock options to purchase      
20,000 shares of Class A Common Stock each, all at an exercise price equal to   
the public offering price. The other terms of such options, including           
exercisability and vesting, will be determined by the Board of Directors or the 
Committee (as defined herein) in its discretion, and may vary among such        
options. In addition, upon consummation of the Offerings, the Company intends to
make stock payments of approximately 42,000 shares in the aggregate of Class A  
Common Stock to certain employees of the Company based upon seniority as        
determined by the Committee (as defined herein).                                

 Under the Equity Plan, not more than 1,646,000 shares of Class A Common
Stock (or the equivalent in other equity securities) are authorized for issuance
upon exercise of options, stock appreciation rights ("SARs"), and other Awards, 
or upon vesting of restricted or deferred stock awards. Furthermore, the maximum
number of shares which may be subject to Awards granted under the Equity Plan to
any individual in any fiscal year of the Company cannot exceed 300,000.         

 The principal features of the Equity Plan are summarized below, but the
summary is qualified in its entirety by reference to the Equity Plan, which is  
filed as an exhibit to the registration statement of which this Prospectus is a 
part.                                                                           

Administration                                                        

Prior to the closing of the Offerings, the Board of Directors will    
administer the Equity Plan. As soon as practical after the closing of the       
Offerings, the Compensation Committee of the Board of Directors or another      
committee thereof (the "Committee") will administer the Equity Plan with respect
to grants to employees or consultants of the Company and the full Board will    
administer the Equity Plan with respect to options granted to Independent       
Directors. The Committee will consist of at least two members of the Board of   
Directors, each of whom is both a "non-employee director" for purposes of Rule  
16b-3 under the Exchange Act ("Rule 16b-3") and an "outside director" for the   
purposes of Section 162(m) of the Code.                                         

   Subject to the terms and conditions of the Equity Plan, the Committee has
the authority to select the employees and consultants to whom Awards are to be  
made, to determine the number of shares to be subject thereto and the terms and 
conditions thereof (including exercisability and vesting), and to make all other
determinations and to take all other actions necessary or advisable for the     
administration of the Equity Plan with respect to grants or awards made to      
employees or consultants. The Committee (and the Board of Directors) is also    
authorized to adopt, amend and rescind rules relating to the administration of  
the Equity Plan. Notwithstanding the foregoing, the Board of Directors shall    
conduct the general administration of the Equity Plan with respect to Options   
granted to Independent Directors.                                               

Eligibility                                                           

    Options, SARs, restricted stock and other Awards under the Equity Plan may
be granted to individuals who are employees or consultants of the Company (or   
any future subsidiaries) selected by the Committee for participation in the     
Equity Plan. In addition, the Equity Plan provides for automatic grants of      
non-qualified stock options to Independent Directors.                           

Independent Directors                                                 

  The Equity Plan provides for (i) automatic grants of non-qualified stock
options to purchase 20,000 shares of Class A Common Stock to each Independent   
Director at the time of appointment or election to the Board of                 

51

424B1
52nd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 52nd

Directors (or upon the consummation of the Offerings in the case of Independent 
Directors elected or appointed to the Board of Directors prior to the           
consummation of the Offerings), and (ii) automatic grants of non-qualified stock
options to purchase 7,000 shares of Class A Common Stock to each Independent    
Director upon each successive anniversary of the initial grant. The exercise    
price of such options shall be the fair market value of a share of Class A      
Common Stock on the date of grant. Each such option shall become exercisable in 
equal annual installments on each of the first five anniversaries of the date of
the grant so long as the Independent Director continues to serve as a director  
of the Company; provided, however, to the extent permitted by Rule 16b-3, the   
Board of Directors may accelerate the exercisability of options upon the        
occurrence of certain specified extraordinary corporate transactions or events. 
See "-- Equity Plan -- Merger, Consolidation and Other Events." No portion of an
option granted to any Independent Director shall be exercisable after the eighth
anniversary of the date of grant or after the termination of the Independent    
Director's services as director of the Company.                                 

Awards under the Equity Plan                                          

Each Award will be set forth in a separate agreement with the person  
receiving the Award and will indicate the type, terms and conditions of the     
Award.                                                                          

   Nonqualified Stock Options ("NQSOs"). NQSOs will provide for the right to
purchase Common Stock at a specified price which, except with respect to NQSOs  
intended to qualify as performance-based compensation under Section 162(m) of   
the Code, may be less than fair market value on the date of grant (but not less 
than par value), and usually will become exercisable (in the discretion of the  
Committee) in one or more installments after the grant date, subject to the     
participant's continued employment with the Company and/or subject to the       
satisfaction of individual or Company performance targets established by the    
Committee. NQSOs may be granted for any term (not exceeding eight years)        
specified by the Committee.                                                     

Incentive Stock Options ("ISOs"). ISOs will be designed to comply with
certain restrictions contained in the Code. Among such restrictions, ISOs must  
have an exercise price not less than the fair market value of a share of Class A
Common Stock on the date of grant, may only be granted to employees, must expire
within a specified period of time following the Optionee's termination of       
employment, and must be exercised within ten years after the date of grant; but 
may be subsequently modified to disqualify them from treatment as ISOs. In the  
case of an ISO granted to an individual who owns (or is deemed to own) at least 
10% of the total combined voting power of all classes of stock of the Company,  
the Equity Plan provides that the exercise price must be at least 110% of the   
fair market value of a share of Common Stock on the date of grant and the ISO   
must expire upon the fifth anniversary of the date of its grant.                

   Restricted Stock. Restricted Stock may be sold to participants at various
prices (but not below par value) and made subject to such restrictions as may be
determined by the Committee. Restricted stock, typically, may be repurchased by 
the Company at the original purchase price if the conditions or restrictions are
not met. In general, restricted stock may not be sold, or otherwise transferred 
or hypothecated, until restrictions are removed or expire. Purchasers of        
restricted stock, unlike recipients of options, will have voting rights and will
receive dividends prior to the time when the restrictions lapse.                

  Deferred Stock. Deferred Stock may be awarded to participants, typically
without payment of consideration, but subject to vesting conditions based on    
continued employment or on performance criteria established by the Committee.   
Like restricted stock, deferred stock may not be sold, or otherwise transferred 
or hypothecated, until vesting conditions are removed or expire. Unlike         
restricted stock, deferred stock will not be issued until the deferred stock    
award has vested, and recipients of deferred stock generally will have no voting
or dividend rights prior to the time when vesting conditions are satisfied.     

 Stock Appreciation Rights. SARs may be granted in connection with stock
options or other Awards, or separately. SARs granted by the Committee in        
connection with stock options or other awards typically will provide for        
payments to the holder based upon increases in the price of the Company's Common
Stock over the exercise price of the related option or other Awards, but        
alternatively may be based upon criteria such as book value. Except as required 
by Section 162(m) of the Code with respect to an SAR intended to qualify as     
performance-based compensation as described in Section 162(m) of the Code, there
are no restrictions specified in the Equity Plan on the amount of gain          
realizable from the exercise of SARs, although restrictions may be              

52

424B1
53rd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 53rd

imposed by the Committee in the SAR agreements. The Committee may elect to pay  
SARs in cash or in Common Stock or in a combination of both.                    

Dividend Equivalents. Dividend equivalents represent the value of the 
dividends per share paid by the Company, calculated with reference to the number
of shares covered by the stock options, SARs or other Awards held by the        
participant.                                                                    

   Performance Awards. Performance Awards may be granted by the Committee on
an individual or group basis. Generally, these Awards will be based upon        
specific performance targets and may be paid in cash or in Class A Common Stock 
or in a combination of both. Performance Awards may include "phantom" stock     
Awards that provide for payments based upon increases in the price of the       
Company's Class A Common Stock over a predetermined period. Performance Awards  
may also include bonuses which may be granted by the Committee on an individual 
or group basis and which may be payable in cash or in Class A Common Stock or in
a combination of both.                                                          

  Stock Payments. Stock payments may be authorized by the Committee in the
form of shares of Class A Common Stock or an option or other right to purchase  
Class A Common Stock as part of a deferred compensation arrangement or otherwise
in lieu of or in addition to all or any part of compensation, including bonuses,
that would otherwise be payable in cash to the employee or consultant.          

The Committee may designate as "Section 162(m) Participants" certain  
employees whose compensation for a given fiscal year may be subject to the limit
on deductible compensation imposed by Section 162(m) of the Code. The Committee 
may grant Awards to Section 162(m) Participants that vest or become exercisable 
upon the attainment of performance targets which are related to one or more of  
the following performance goals: (i) pre-tax income; (ii) operating income;     
(iii) cash flow; (iv) earnings per share; (v) return on equity; (vi) return on  
invested capital or assets; (vii) earnings before interest, taxes, depreciation 
and amortization ("EBITDA"); (viii) market value of Common Stock; and (ix) cost 
reduction or savings.                                                           

Merger, Consolidation and Other Events                                

   The Equity Plan provides the Committee (the Board with respect to options
granted to Independent Directors) discretion to amend the terms (such as        
exercise price, number shares and vesting) of outstanding Awards and future     
grants that may be made under the Equity Plan upon the occurrence of a          
recapitalization, stock split, reorganization, merger, consolidation,           
liquidation, dissolution, or sale, transfer, exchange or other disposition of   
all or substantially all of the assets of the Company or other similar corporate
event and provides further, that in any event, upon the occurrence of a         
"Corporate Transaction" or a "Change in Control" (each as defined in the Equity 
Plan) all outstanding Awards shall become immediately exercisable, vested or    
payable, as applicable, unless such Award is otherwise assumed by a successor or
replaced by a similar right with respect to securities of the successor entity  
or subject to other limitation imposed at the time of grant.                    

Securities Laws and Federal Income Taxes                              

Securities Laws. The Equity Plan is intended to conform to the extent 
necessary with all provisions of the Securities Act and the Exchange Act and any
and all regulations and rules promulgated by the Securities and Exchange        
Commission thereunder, including without limitation Rule 16b-3. The Equity Plan 
will be administered, and options will be granted and may be exercised, only in 
such a manner as to conform to such laws, rules and regulations. To the extent  
permitted by applicable law, the Equity Plan and options granted thereunder     
shall be deemed amended to the extent necessary to conform to such laws, rules  
and regulations.                                                                

   General Federal Tax Consequences. Under current federal laws, in general,
recipients of awards and grants of nonqualified stock options, stock            
appreciation rights, restricted stock, deferred stock, dividend equivalents,    
performance awards, and stock payments under the Equity Plan are taxable under  
Section 83 of the Code upon their receipt of Class A Common Stock or cash with  
respect to such awards or grants and, subject to Section 162(m) of the Code, the
Company will be entitled to an income tax deduction with respect to the amounts 
taxable to such recipients. Under Sections 421 and 422 of the Code, recipients  
of ISOs are generally not taxable on their receipt of Class A Common Stock upon 
their exercises of ISOs if the ISOs and option stock are held for               

53

424B1
54th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 54th

certain minimum holding periods and, in such event, the Company is not entitled 
to income tax deductions with respect to such exercises. Participants in the    
Equity Plan will be provided with detailed information regarding the tax        
consequences relating to the various types of awards and grants under the plan. 

 Section 162(m) Limitation. In general, under Section 162(m) of the Code
("Section 162(m)"), income tax deductions of publicly-held corporations may be  
limited to the extent total compensation (including base salary, annual bonus,  
stock option exercises and non-qualified benefits paid) for certain executive   
officers exceeds $1.0 million (less the amount of any "excess parachute         
payments" as defined in Section 280G of the Code) in any one year. Under a      
Section 162(m) transition rule for compensation plans of corporations which are 
privately held and which become publicly held in an initial public offering, the
Equity Plan will not be subject to Section 162(m) until the "Transition Date"   
which is defined as the earliest of (i) the material modification of the Equity 
Plan; (ii) the issuance of all Class A Common Stock and other compensation that 
has been allocated under the Equity Plan; or (iii) the first meeting of         
stockholders at which directors are to be elected that occurs after December 31,
2000. However, under Section 162(m), the deduction limit does not apply to      
certain "performance-based compensation" established by an independent          
compensation committee which is adequately disclosed to, and approved by,       
stockholders. In particular, stock options and SARs will satisfy the            
"performance-based compensation" exception if the awards are made by a          
qualifying compensation committee, the plan sets the maximum number of shares   
that can be granted to any person within a specified period and the compensation
is based solely on an increase in the stock price after the grant date (i.e. the
option exercise price is equal to or greater than the fair market value of the  
stock subject to the award on the grant date). Thus, Awards other than options  
and SARs, will qualify as "performance-based compensation" for purposes of      
Section 162(m) if granted or subject to vesting based upon preestablished       
objective performance goals, the material terms of which are disclosed to and   
approved by the stockholders of the Company.                                    

 The Company has attempted to structure the Equity Plan in such a manner
that, after the Transition Date, subject to obtaining shareholder approval for  
the Equity Plan, the remuneration attributable to Awards which meet the other   
requirements of Section 162(m) will not be subject to the $1.0 million          
limitation. The Company has not, however, requested a ruling from the IRS or an 
opinion of counsel regarding this issue.                                        

EMPLOYEE PROFIT SHARING BONUS PLAN                                              

The Company in the past has granted, and expects to continue to grant,
bonuses to employees under a nonqualified profit sharing program. Under this    
program, the Board of Directors or a committee appointed thereby, at its        
discretion, may grant bonuses following the end of a fiscal year in an aggregate
amount of up to 9% of the Company's income before income taxes and bonuses for  
such fiscal year. For the fiscal year ended May 31, 1996, the Company incurred  
bonus expenses of $2.4 million, representing 8.5% of income before bonuses of   
$28.1 million. Of the $2.4 million, $1.3 million was paid to the senior         
executives, who earn a fixed percentage of income before bonus upon achievement 
of over 85% of budget. These fixed percentages for the seven senior executives  
in fiscal 1996 were as follows:                                                 

                                                                [Download Table]

                                                               PERCENT OF INCOME
                                                                 BEFORE BONUS   
                                                               -----------------
                                                                                
Richard B. Bizzaro...........................................         1.50%     
Robert K. Reynolds...........................................         1.00      
Richard A. Blair.............................................         0.50      
Richard S. Kashenberg........................................         0.50      
Stephen D. Young.............................................         0.33      
Other senior executive officers..............................         0.66      
                                                                     -----      
                                                                      4.49%     
                                                                     =====      

    In addition to the senior executives, the identity of bonus recipients and
the amount of any bonus will be determined by the Compensation Committee of the 
Board of Directors in consultation with the Chief Executive Officer and the     
Chief Operating Officer. The Company intends to adopt a bonus plan in 1998 tied 
to return on capital.                                                           

54

424B1
55th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 55th

EMPLOYEE BENEFIT PLANS                                                          

     The Company has adopted a 401(k) profit sharing plan. The plan is available
to all United States employees with at least six consecutive months of service  
who have attained the age of 18. Participants may defer up to 15% of their      
pre-tax earnings, subject to certain limitations arising under federal income   
tax laws. The Company matches up to 50% of each employee's contributions, up to 
5% of such employee's pre-tax earnings and $4,000 per year. Company             
contributions vest 20% per year of service beginning with the third year of     
service.                                                                        

  The Company also maintains for all of its full-time employees health and
major medical insurance, dental insurance, long-term disability and accidental  
death and dismemberment insurance. Term life insurance is provided to each full 
time employee in an amount equal to such employee's annual base salary up to a  
maximum coverage of $50,000.                                                    

EMPLOYMENT AGREEMENTS                                                           

Upon consummation of the Offerings, the Company expects to enter into 
employment agreements with Messrs. Bizzaro and Reynolds that will extend through
May 31, 2002 and May 31, 2000, respectively. The annual base salary for Messrs. 
Bizzaro and Reynolds will be $325,000 and $250,000, respectively, and will      
increase $25,000 and $20,000, respectively, in each successive year. In         
addition, Messrs. Bizzaro and Reynolds will be eligible for bonuses up to a     
maximum of 150% of their annual base salaries and will receive options to       
purchase 220,000 shares and 120,000 shares, respectively, of Class A Common     
Stock. The agreements will contain customary confidentiality and non-competition
provisions.                                                                     

The Company and Messrs. Blair, Krzeski, Mastroianni and Young (the    
"Executives") entered into employment agreements (the "Employment Agreements")  
effective June 1, 1994, which, as of May 31, 1995, continue on a month-to-month 
basis until otherwise renewed or terminated. Pursuant to the terms of the       
Employment Agreements, the base salary per year for Messrs. Blair, Krzeski,     
Mastroianni and Young is $145,000, $85,000, $85,000, and $110,000, respectively.
Each Employment Agreement provides that the Company can increase or decrease the
Executive's base salary, consistent with general salary increases or decreases, 
as the case may be, or as appropriate in light of the performance of the Company
and the Executive. In addition to the base salary that each Executive receives  
pursuant to the Employment Agreements, each Executive is entitled to an annul   
bonus in an amount equal to a percentage of the Executive's base salary         
(prorated for a partial year) corresponding to a percentage of the annual       
performance and profitability goal of the Company (as set forth therein).       

  Effective January 1, 1997, Mr. Kashenberg and the Company entered into a
Severance Agreement and General Release of All Claims which provides that the   
employment relationship between the Company and Mr. Kashenberg terminated as of 
December 31, 1996. As consideration for his resignation from the Company and the
discharge of all the Company's obligations to Mr. Kashenberg under his          
employment agreement and the Management Incentive Agreements, the Company paid  
Mr. Kashenberg $180,000. In addition, the Company and Mr. Kashenberg entered    
into a Consulting and Noncompetition Agreement pursuant to which the Company    
engaged Mr. Kashenberg as an independent contractor for a term beginning on     
January 1, 1997 and continuing until October 31, 1997. As consideration for     
services rendered by Mr. Kashenberg under the Consulting and Noncompetition     
Agreement the Company agreed to pay Mr. Kashenberg approximately $10,400 per    
month for the term of the agreement. Furthermore, the agreements with Mr.       
Kashenberg preserve the customary noncompetition provision in Mr. Kashenberg's  
employment contract beyond the termination of his employment agreement.         

RETIREMENT BENEFITS                                                             

 Messrs. Bizzaro and Reynolds are parties to separate Retirement Program
Benefits Agreements with the Parent pursuant to which each individual, on       
retirement, will receive, on an annual basis for 20 years, a percentage of his  
immediately preceding three years average base compensation, (excluding bonus), 
less certain deductions for the present value of his future social security     
benefits. The percentage of three years average base compensation actually paid 
depends upon the individual's age on retirement and years of service with the   
Company. The benefits are paid in monthly, quarterly or annual payments at the  
discretion of the Parent. The                                                   

55

424B1
56th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 56th

Parent owns whole life insurance policies on the lives of Messrs. Bizzaro and   
Reynolds, together with policies on the lives of other executives who are       
participants in this program (none of whom are employees of the Company). The   
policies have been contributed to a RABBI Trust of which Sanwa Bank California  
is the trustee. Collectively, these policies fund the retirement benefits due   
all participants. The Parent pays the annual premiums on all policies and       
charges the Company for its portion of the premiums ($250,000 in fiscal 1996),  
which is part of the corporate allocation between the Parent and the Company.   
The Parent has accrued retirement benefit obligations to Mr. Bizzaro of $542,000
and to Mr. Reynolds of $94,000 as of May 31, 1996.                              

56

424B1
57th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 57th

PRINCIPAL STOCKHOLDERS

   The following table sets forth information with respect to the beneficial
ownership of the Common Stock as of the date hereof, after giving effect to the 
stock split and the exchange of all of the outstanding shares of common stock of
Weider Nutrition for Common Stock. The table indicates beneficial ownership for 
(i) each person who is known by the Company to beneficially own more than 5% of 
any class of the Common Stock, (ii) each of the Company's directors, (iii) each 
Named Executive Officer and (iv) all directors and executive officers as a      
group.                                                                          

                                                        [Enlarge/Download Table]

                                  SHARES BENEFICIALLY OWNED                   SHARES BENEFICIALLY OWNED                        
                                  PRIOR TO THE OFFERINGS(1)                      AFTER THE OFFERINGS                           
                          ------------------------------------------  ------------------------------------------               
                                                                                                                   PERCENT OF  
                                  NUMBER                PERCENT               NUMBER                PERCENT       TOTAL VOTING 
                          ----------------------   -----------------  ----------------------   -----------------   POWER AFTER 
          NAME             CLASS A     CLASS B     CLASS A   CLASS B   CLASS A     CLASS B     CLASS A   CLASS B  THE OFFERINGS
------------------------  ---------   ----------   -------   -------  ---------   ----------   -------   -------  -------------
                                                                                                                               
Weider Health and                                                                                                              
 Fitness(2).............         --   15,687,432       --%    100.0%         --   15,687,432       --%    100.0%       95.1%   
  21100 Erwin Street                                                                                                           
  Woodland Hills, CA                                                                                                           
  91367                                                                                                                        
Hornchurch Investments                                                                                                         
  Ltd.(3)...............  1,293,266           --     83.0        --   1,293,266           --     15.8        --           *    
  Atlantic House                                                                                                               
  4-8 Circular Road                                                                                                            
  Douglas, Isle of Man                                                                                                         
Bayonne Settlement(4)...    172,426           --     11.1        --     172,426           --      2.1        --           *    
  24 Union Street                                                                                                              
  St. Helier, Jersey                                                                                                           
  (U.K.)                                                                                                                       
Habib Settlement........     34,485           --      2.2        --      34,485           --        *        --           *    
  15 Avenue DuFour                                                                                                             
  Geneva, Switzerland                                                                                                          
Eric Weider.............         --           --       --        --          --           --       --        --          --    
Richard B. Bizzaro......         --           --       --        --     495,645           --      6.1        --           *    
Robert K. Reynolds......         --           --       --        --     330,430           --      4.0        --           *    
Ronald L. Corey.........     57,427           --      3.7        --      57,427           --        *        --           *    
Roger H. Kimmel.........         --           --       --        --          --           --       --        --          --    
George F. Lengvari......         --           --       --        --          --           --       --        --          --    
Richard A. Blair........         --           --       --        --      36,543           --        *        --           *    
Stephen D. Young........         --           --       --        --      36,543           --        *        --           *    
All executive officers                                                                                                         
  and directors as a                                                                                                           
  group (8 persons).....     57,427           --      3.7        --     956,588           --     11.7        --           *    

---------------                                                                 
*  Less than one percent.                                                     

(1) For purposes of this table, a person or group of persons is deemed to have  
  "beneficial ownership" of any shares at a given date which such person has
the right to acquire within 60 days after such date. For purposes of    
   computing the percentage of outstanding shares held by each person or group
 of persons named above on a given date, any security which such person or
    persons has the right to acquire within 60 days after such date is deemed to
be outstanding but is not deemed to be outstanding for the purpose of   
computing the percentage of ownership of any other person.              

(2) Messrs. Weider and Lengvari, as executive officers and directors of the     
  Parent, may be deemed to share beneficial ownership of the shares shown as
    beneficially owned by the Parent. Such persons disclaim beneficial ownership
    of such shares. In addition, shares beneficially owned by the Parent exclude
 shares held by Hornchurch, Bayonne and Mr. Corey, which such parties have
agreed to vote as directed by the Parent.                               

(3) Hornchurch is a corporation organized under the laws of the Isle of Man and 
 is controlled by a trust, the beneficiaries of which are the non-Canadian
   resident children of Richard J. Renaud, formerly a director of the Company.
The trust that controls Hornchurch is administered by an independent    
trustee. Mr. Renaud disclaims beneficial ownership of such shares.      

(4) Bayonne Settlement is a trust organized under the laws of Jersey (U.K.), of 
which family members of George F. Lengvari are included among the       
    beneficiaries. Bayonne Settlement is administered by an independent trustee.
Mr. Lengvari disclaims beneficial ownership of such shares.             

57

424B1
58th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 58th

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

CLASS B DIVIDEND                                                                

    In connection with the Offerings, the Company intends to pay to the Parent
(the sole holder of Class B Common Stock) a one-time dividend in the amount of  
$18.3 million at the closing of the Offerings. The Class B Dividend is          
conditioned upon the closing of the Offerings. See "Use of Proceeds" and        
"Description of Capital Stock -- Common Stock." In the past, the Company made   
distributions to the Parent. After the Offerings, the Company will no longer    
make distributions to the Parent in excess of those declared to all stockholders
of the Company. See Note 9 to the Company's consolidated financial statements.  

PARENT NOTE                                                                     

    Under the terms of the Parent Note, the Company is obligated to pay to the
Parent the principal amount of $15.0 million on substantially the same terms as 
those applicable to the revolving line of credit under the Existing Credit      
Agreement.                                                                      

ADVERTISING AGREEMENT                                                           

     The Company and Weider Publications are parties to an Advertising Agreement
(the "Advertising Agreement") under which the Company is obligated (pursuant to 
an annually updated notification in connection with the Company's budget) to    
purchase a minimum number of advertising pages in each of the publications of   
Weider Publications each month at a price below that charged to unaffiliated    
third party advertisers. The advertising the Company purchases under the        
Advertising Agreement will be priced at the direct production cost per page (the
"Ad Page Rate") for each publication for the first five years and at premiums to
the Ad Page Rate in subsequent years. The Ad Page Rate for each publication will
be determined on an annual basis in accordance with the terms of the Advertising
Agreement. The Ad Page Rate shall not apply to any company or business acquired 
by the Company after December 31, 1996. Should Weider Publications develop or   
acquire new publications during the term of the Advertising Agreement, the      
Company will have the right, but not the obligation, to purchase advertising in 
such publications on terms similar to those covering Weider Publications'       
existing publications. The Advertising Agreement has a ten-year term and is     
subject to termination by either party if certain specified events occur,       
including a change of control of the Parent or an initial public offering of    
Weider Publications. Although management believes that upon termination of the  
Advertising Agreement the Company will be able to secure advertising at similar 
rates, there can be no assurance that advertising at such rates will be         
available.                                                                      

CERTAIN INTERNATIONAL ACQUISITIONS AND ROYALTY ARRANGEMENTS                     

In connection with its strategy to expand its nutritional supplements 
business in international markets, the Company has acquired or licensed from    
related parties certain assets and distribution rights. The Company recently    
acquired manufacturing capabilities in the United Kingdom, Spain and Canada and 
recently licensed international rights to use the Weider name and trademarks.   
The Company now controls distribution rights for the Weider name and trademarks 
worldwide, except for Australia, New Zealand, Japan and South Africa. Sales     
under these license arrangements are subject to certain royalty arrangements;   
however, the Company is not required to pay any royalties with respect to sales 
of its products in the United States, Canada, Mexico, Spain or Portugal (the    
"Royalty-Free Territories").                                                    

Effective January 1, 1996, the Company acquired certain net assets in 
Europe of Weider U.K. and affiliated entities, all related parties, for $1.5    
million. Net assets acquired amounted to $48,942 and were recorded at their     
historical cost. The remaining excess purchase price of approximately $1.4      
million plus other acquisition costs amounting to $250,000 were charged to      
retained earnings as a distribution to the Parent. The Company acquired assets  
of Weider Canada for $4.0 million in September 1996 ($3.0 million was paid in   
cash and $1.0 million was in the form of an earnout to be paid $40,000 per month
for 25 months). In connection with the purchase of Weider Canada, on September  
1, 1996, the Company agreed to lease a 24,623 square foot office and warehouse  

58

424B1
59th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 59th

facility in Montreal from Ben Weider (the "Weider Canada Lease"). The Weider    
Canada Lease has a two-year term and an annual base rent of $98,492.            

The Company obtained the exclusive right to use the Weider name and   
trademarks outside of the Royalty-Free Territories throughout the world, with   
the exceptions of Australia, New Zealand, Japan and South Africa, pursuant to a 
sublicense agreement dated December 1, 1996 with Mariz Gestao E Investimentos   
Limitada ("Mariz"). Mariz is a company incorporated under the laws of Portugal  
and owned by a trust of which the family members of George F. Lengvari, a       
director of the Company, are included among the beneficiaries. Mariz obtained   
its exclusive international rights to use the Weider name and trademarks        
pursuant to a license agreement, effective June 1, 1994, between Mariz and Joe  
Weider, Ben Weider, Weider Sports Equipment and the Parent (the "Licensors").   
Pursuant to the license agreement with Mariz, the Company is required to make   
annual royalty payments to Mariz commencing on December 1, 1998 on sales of the 
Company's brands in existence on December 1, 1996 in countries covered by the   
agreement. The royalty payments are to be equal to (i) 4% of sales up to $33.0  
million; (ii) 3.5% of sales greater than $33.0 million and less than $66.0      
million; (iii) 3.0% of sales from $66.0 million to $100.0 million; and (iv) 2.5%
of sales over $100.0 million. In addition, the sublicense agreement with Mariz  
includes an irrevocable buy-out option exercisable by the Company after May 31, 
2002 for a purchase price equal to the greater of $7.0 million or 6.5 times the 
aggregate royalties paid by the Company in the fiscal year immediately preceding
the date of the exercise of the option.                                         

TRANSFER OF INTELLECTUAL PROPERTY                                               

    In July 1985, the Parent and Joe Weider entered into an agreement pursuant
to which the Parent was granted all rights, title and interest in and to a      
system of weight training known as "The Weider System" and the exclusive right  
to use of the name "Joe Weider" within the continental United States. As        
consideration for such grants, the Parent agreed to pay Joe Weider approximately
$620,000 over seven years through May 31, 1992 and $450,000 for each year       
thereafter for the rest of his lifetime (of which $250,000 is paid by the       
Company). The Parent's right to use the "The Weider System" and "Joe Weider"    
survives the death of Joe Weider. Since the transfer by Joe Weider of such      
intellectual property to the Parent in 1985, the Parent has developed           
approximately 80 related federal trademark registrations and approximately 108  
related trademark applications that are used in the nutritional supplements     
business.                                                                       

Effective September 1, 1996, the Parent assigned to the Company       
substantially all such intellectual property. The Parent retained three         
trademarks used in both the Company's nutritional supplements business and the  
Parent's body building and exercise equipment divisions; however, the Parent    
entered into a Trademark and License Agreement granting to the Company a        
perpetual, royalty-free, fully paid license to use such trademarks for its      
nutritional supplements business. In addition, each of Weider Nutrition, Schiff 
Products and American Nutrition Bars assigned to the Company all trademarks it  
owned and either registered in the United States or filed applications for      
registration in the United States for the nutritional supplements business.     

HORNCHURCH INVESTMENTS LIMITED                                                  

  Effective June 1, 1994, the Company sold Common Stock representing a 15%
ownership interest to Hornchurch, a related party. As consideration for such    
Common Stock, the Company received from Hornchurch certain equity and debt      
instruments of Hornchurch. Concurrent with the sale of such Common Stock to     
Hornchurch, the Company declared and paid a dividend of that consideration to   
Parent. The sale was recorded at the net book value of the Common Stock issued  
($4,114,338) and no gain or loss was recognized. Subsequently thereto, Parent   
acquired a portion of the shares of Class A Common Stock held by Hornchurch in a
series of transactions, thereby reducing Hornchurch's ownership interest in the 
Company to 7.5% of the outstanding Common Stock of the Company prior to giving  
effect to the Offerings. After giving effect to the Offerings, Hornchurch will  
own 1,293,266 shares of Class A Common Stock, representing 15.8% of the         
outstanding Class A Common Stock and 5.4% of the outstanding Common Stock.      

59

424B1
60th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 60th

TAX SHARING AND INDEMNIFICATION AGREEMENT                                       

Prior to the consummation of the Offerings, the Company, on behalf of 
itself and its subsidiaries, and the Parent, on behalf of itself and its        
subsidiaries, will enter into a Tax Sharing and Indemnification Agreement (the  
"Tax Agreement"). The Tax Agreement generally provides that the Parent is       
responsible for all taxes due with respect to taxable periods ending on or prior
to the closing of the Offerings (other than taxes for such periods relating to  
the Company and its subsidiaries, for which the Company is responsible) and that
the Company is responsible for taxes of the Company and its subsidiaries due    
with respect to all subsequent taxable periods. Subject to certain limitations, 
the Company (and its subsidiaries) will be indemnified by the Parent, and the   
Parent (and its subsidiaries) will be indemnified by the Company, against       
payment of a tax liability properly allocable to the other under the agreement. 
In addition, the Tax Agreement generally supersedes a tax sharing agreement     
between Weider Nutrition, on behalf of itself and its subsidiaries, and the     
Parent (the "Prior Tax Sharing Agreement"). With certain exceptions, the Prior  
Tax Sharing Agreement will be terminated as of the closing of the Offerings. The
Prior Tax Sharing Agreement generally allocated to Weider Nutrition liability   
for taxes of Weider Nutrition and its subsidiaries, calculated as if Weider     
Nutrition and its subsidiaries filed tax returns separately from the Parent.    

CERTAIN RELATIONSHIPS OF DIRECTORS                                              

Eric Weider, Chairman of the Board of Directors of the Company, is    
currently President, Chief Executive Officer and a director of the Parent. Mr.  
Lengvari, a director of the Company, is currently Vice Chairman and a director  
of the Parent. Messrs. Weider and Lengvari will continue to serve as directors  
of the Parent after the Offerings. In addition, Mr. Lengvari's family members   
are included among the beneficiaries under the Bayonne Settlement, a trust that 
owns 11.1% of the Class A Common Stock outstanding prior to the Offerings. In   
addition, Mariz, a company owned by a trust of which family members of George F.
Lengvari, a director of the Company, are included among the beneficiaries, was  
granted the exclusive right to use the Weider name and trademarks outside of the
United States, Canada and Mexico. The Company has sublicensed such rights from  
Mariz. See "Certain Relationships and Related Party Transactions -- Transfer of 
Intellectual Property."                                                         

     Ronald L. Corey received fees from the Parent in connection with consulting
services rendered to the Parent in fiscal 1996. Latham & Watkins, of which Roger
H. Kimmel, a director of the Company, is a partner, performed legal services for
the Parent during the Parent's fiscal year ended May 31, 1996.                  

MANAGEMENT INCENTIVE AGREEMENTS                                                 

    The Company entered into Management Incentive Agreements pursuant to which
certain employees of the Company were granted Performance Units as incentive    
compensation. The Performance Units entitle the Recipients to a cash payment or,
at the option of the Company, shares of Class A Common Stock upon the conversion
of the Performance Units. In accordance with the terms of the Management        
Incentive Agreements, the Performance Units may be converted by the Recipients  
upon the occurrence of certain events, including the Offerings. Simultaneously  
with the Offerings, the Company intends to pay in full the amounts owed to      
Recipients under the Management Incentive Agreements in Class A Common Stock or,
at the election of the Recipient, in cash and Class A Common Stock, with the    
number of shares of such Class A Common Stock to be determined using the initial
public offering price in the Offerings and with the amount of cash to be paid   
not to exceed 45% of the value of such Recipient's Performance Units. In        
connection with such payment, the Company expects to issue no more than 972,247 
shares of Class A Common Stock to Recipients under the Management Incentive     
Agreements. See "Management -- Management Incentive Agreements." In connection  
with the sale of a sister subsidiary by the Parent in 1994, Messrs. Bizzaro and 
Reynolds converted a portion of their Performance Units for which Mr. Bizzaro   
received $531,777 and Mr. Reynolds received $354,517.                           

LOAN TO MR. BIZZARO                                                             

  The Company loaned Mr. Bizzaro, President and Chief Executive Officer of
the Company, $200,000 pursuant to a promissory note dated August 15, 1994.      
Borrowings under the promissory note bear interest at the                       

60

424B1
61st Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 61st

rate of 7% per annum and mature on August 15, 2000. Borrowing under the note    
outstanding at the closing of the Offerings will be offset by amounts payable to
Mr. Bizzaro under his Management Incentive Agreement. The note is secured by a  
deed of trust to property owned by Mr. Bizzaro. At February 28, 1997,           
approximately $235,000 in principal and interest was outstanding under the      
promissory note.                                                                

SURF CITY SQUEEZE                                                               

     Surf City Squeeze, Inc., an Arizona corporation ("Surf City Squeeze"), is a
customer of the Company that operates retail sales outlets for beverages that   
contain certain of the Company's products. The Parent is the controlling member 
in Surf Ventures L.L.C., the principal member of Surf City Squeeze. Messrs.     
Bizzaro, Reynolds and Kimmel and Mr. Richard J. Renaud, individually, and trusts
of which (i) the family of Mr. George F. Lengvari are included as beneficiaries 
and (ii) the non-Canadian resident children of Mr. Richard J. Renaud are        
included as beneficiaries, are also members of Surf Ventures, L.L.C. The Company
had $754,000 in sales to Surf City Squeeze in fiscal 1996. The Company's        
products sold to Surf City Squeeze are competitively priced. The Company is not 
the exclusive supplier of nutritional supplement products to Surf City Squeeze. 
On January 13, 1997, Surf City Squeeze filed a petition for bankruptcy          
protection pursuant to Chapter 11 of the Bankruptcy Act. The Company's operating
results were not, and are not expected to be, materially impacted by Surf City  
Squeeze's bankruptcy filing.                                                    

KASHENBERG SEVERANCE AGREEMENT                                                  

  Effective January 1, 1997, Mr. Kashenberg and the Company entered into a
Severance Agreement and General Release of All Claims which provided that the   
employment relationship between the Company and Mr. Kashenberg terminated as of 
December 31, 1996. As consideration for his resignation from the Company and the
discharge of all the Company's obligations to Mr. Kashenberg under his          
employment agreement and the Management Incentive Agreements, the Company paid  
Mr. Kashenberg $180,000. In addition, the Company and Mr. Kashenberg entered    
into a Consulting and Noncompetition Agreement pursuant to which the Company    
engaged Mr. Kashenberg as an independent contractor for a term beginning on     
January 1, 1997 and continuing until October 31, 1997. As consideration for     
services rendered by Mr. Kashenberg under the Consulting and Noncompetition     
Agreement the Company agreed to pay Mr. Kashenberg approximately $10,400 per    
month for the term of the agreement. Furthermore, the Consulting and            
Noncompetition Agreement provides that the customary noncompetition provision in
Mr. Kashenberg's employment contract survives the termination of his employment.

INTEREST PAID TO PARENT                                                         

   While the Parent and its subsidiaries, including the Company, are parties
to the Existing Credit Agreement, the Parent administers the Existing Credit    
Agreement on behalf of all of its subsidiaries, including the Company, arranging
borrowings and servicing the debt for its subsidiaries. The Parent is the       
principal guarantor, and the Company is the principal borrower, under the       
Existing Credit Agreement. The Parent charges its subsidiaries, including the   
Company, interest on borrowings under the Existing Credit Agreement, with the   
Company's portion of such charges (the "Service Charge") bearing interest at    
prime rate plus 1% (revolving line of credit) and prime rate plus 1 1/4% (term  
note). The Service Charge exceeds the interest paid to GECC by the Parent on    
such borrowings due primarily to lower contracted rates offered under the       
Existing Credit Agreement of LIBOR plus 2 1/4% on revolver loans and LIBOR plus 
2 1/2% on term loans. The Service Charge amounted to approximately $113,000,    
$378,000 and $485,000 in fiscal 1995 and 1996 and for the nine month period     
ended February 28, 1997, respectively. The Company did not borrow under any     
prior credit agreements. The Service Charge was discontinued by the Parent as of
March 1, 1997. See Notes 5 and 9 to the Company's consolidated financial        
statements.                                                                     

     In addition, the Company has intercompany indebtedness owed to Parent which
was incurred primarily in connection with certain acquisitions and taxes payable
by the Parent on behalf of the Company pursuant to a tax sharing agreement. The 
intercompany indebtedness to Parent is adjusted daily for changes in the        
Company's cash "sweep" position in the consolidated cash management system. The 
Parent charges the Company interest on the intercompany indebtedness at prime   
rate plus an interest rate spread as set forth in the credit agreement in effect
(1 1/4% as of February 28, 1997). Effective June 1, 1996, $15.0 million of the  
intercompany indebtedness owed to                                               

61

424B1
62nd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 62nd

Parent was in the form of the Parent Note, which bears interest at the prime    
rate plus 1% and matures in January 2000. Interest paid to the Parent amounted  
to approximately $218,000, $103,000, $453,000 and $1,125,000 in fiscal 1994,    
1995 and 1996 and the nine months ended February 28, 1997, respectively. See    
Notes 5 and 9 to the Company's consolidated financial statements.               

The Company intends to repay all borrowings under the Existing Credit 
Agreement and all intercompany indebtedness owed to Parent with the net proceeds
from the Offerings plus borrowings under the New Credit Agreement. See "Use of  
Proceeds."                                                                      

62

424B1
63rd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 63rd

DESCRIPTION OF CAPITAL STOCK

     Pursuant to the Company's Certificate of Incorporation, as in effect on the
date hereof, the Company's authorized capital stock consists of (i) 50 million  
shares of Class A Common Stock, $.01 par value, (ii) 25 million shares of Class 
B Common Stock, $.01 par value and (iii) 10 million shares of preferred stock,  
$.01 par value (the "Preferred Stock"). The following summaries of certain      
provisions of the Common Stock and Preferred Stock do not purport to be complete
and are subject to, and qualified in their entirety by, the provisions of the   
Company's Certificate of Incorporation, which is included as an exhibit to the  
Registration Statement of which this Prospectus forms a part, and by applicable 
law.                                                                            

COMMON STOCK                                                                    

   At February 28, 1997, there were 1,557,604 shares of Class A Common Stock
outstanding that were held by four stockholders of record and 15,687,432 shares 
of Class B Common Stock outstanding held by the Parent. Each holder of Class A  
Common Stock is entitled to one vote for each share held of record on the       
applicable record date on all matters presented to a vote of stockholders,      
including the election of directors. Each holder of Class B Common Stock is     
entitled to ten votes per share on the applicable record date and is entitled to
vote, together with the holders of the Class A Common Stock, on all matters     
which are subject to shareholder approval. The holders of shares of the Class A 
Common Stock shall not have the right to convert their shares of Class A Common 
Stock into any other securities of the Company. The holders of shares of the    
Class B Common Stock at their election shall have the right, at any time or from
time to time, to convert any or all of their shares of Class B Common Stock into
shares of Class A Common Stock, on a one to one basis, by delivery to the       
Company of the certificates representing such shares of Class B Common Stock    
duly endorsed for such conversion.                                              

Any shares of the Class B Common Stock that are transferred will      
automatically convert into shares of the Class A Common Stock, on a one to one  
basis effective as of the date on which certificates representing such shares   
are presented for transfer on the books of the Company, unless transferred to a 
Permitted Transferee.  A Permitted Transferee generally means an affiliate of   
the Parent. In certain circumstances set forth in the Certificate of            
Incorporation, the change in ownership or control of a record or beneficial     
holder of Class B Common Stock will also result in the conversion of such       
holder's Class B Common Stock into Class A Common Stock. The Certificate of     
Incorporation also provides that the Company will not register the transfer of  
any shares of Class B Common Stock unless the transferee and the transferor of  
such Class B Common Stock have furnished such affidavits and other proof as the 
Company may reasonably request to establish that such proposed transferee is a  
Permitted Transferee.                                                           

     Subject to the rights of the holders of any outstanding Preferred Stock and
except for the Class B Dividend, each holder of Common Stock on the applicable  
record date is entitled to receive ratably such dividends, if any, as may be    
declared from time to time by the Board of Directors out of funds legally       
available for that purpose. See "Dividend Policy." In the event of a            
liquidation, dissolution or winding up of the Company, each holder of Common    
Stock is entitled to share ratably in all assets remaining after payment of     
liabilities, subject to prior distribution rights of Preferred Stock, if any,   
then outstanding. In addition, the Certificate of Incorporation provides that in
the case of certain business combinations, all holders of the Common Stock shall
share ratably and equally in all consideration paid to stockholders of the      
Company in connection with such business combination. Holders of Common Stock   
have no cumulative voting rights or preemptive rights to purchase or subscribe  
for any stock or other securities and there are no conversion rights or         
redemption or sinking fund provisions with respect to such stock. All           
outstanding shares of Common Stock are validly issued, fully paid and           
non-assessable, and the shares of Class A Common Stock to be issued upon the    
closing of the Offerings, when issued and sold as contemplated by this          
Prospectus, will be validly issued, fully paid and nonassessable.               

PREFERRED STOCK                                                                 

    The Company's Certificate of Incorporation authorizes 10 million shares of
Preferred Stock. The Board of Directors is authorized to divide the Preferred   
Stock into one or more series and, with respect to each series, to determine the
preferences and rights and the qualifications, limitations, or restrictions     
thereof, including the dividend rights, conversion rights, voting rights,       
redemption rights and terms, liquidation preferences, sinking                   

63

424B1
64th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 64th

fund provisions, the number of shares constituting the series and the           
designation of such series. The Board of Directors may, without stockholder     
approval, issue Preferred Stock with voting and other rights that could         
adversely affect the voting power of the holders of Common Stock and could have 
certain anti-takeover effects. There are currently no shares of Preferred Stock 
outstanding and the Company has no current intention to issue any shares of     
Preferred Stock.                                                                

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS                             

  The Certificate of Incorporation provides that a director of the Company
will not be personally liable to the Company or its stockholders for monetary   
damages for any breach of fiduciary duty as a director, except in certain cases 
where liability is mandated by the Delaware General Corporation Law (the        
"DGCL"). The provision has no effect on any non-monetary remedies that may be   
available to the Company or its stockholders, nor does it relieve the Company or
its directors from compliance with federal or state securities laws. The        
Certificate of Incorporation and the Bylaws of the Company allow for            
indemnification, to the fullest extent permitted by the DGCL, of any person who 
is or was involved in any manner in any investigation, claim or other proceeding
by reason of the fact that such person is or was a director or officer of the   
Company or is or was serving at the request of the Company as a director or     
officer of another corporation, against all expenses and liabilities actually   
and reasonably incurred by such person in connection with the investigation,    
claim or other proceeding. Prior to the Offerings, the Company also plans to    
obtain officer and director liability insurance with respect to certain matters,
including matters arising under the Securities Act.                             

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW                             

     Following the consummation of the Offerings, the Company will be subject to
the "business combination" statute of the DGCL. In general, such statute        
prohibits a publicly held Delaware corporation from engaging in various         
"business combination" transactions with any "interested stockholder" for a     
period of three years after the date of the transaction in which the person     
became an "interested stockholder," unless (i) the transaction is approved by   
the board of directors of the corporation prior to the date the interested      
stockholder obtained such status, (ii) upon consummation of the transaction     
which resulted in the stockholder becoming an interested stockholder, the       
interested stockholder owns at least 85% of the outstanding voting stock of the 
corporation outstanding at the time the transaction commenced, excluding for    
purposes of determining the number of shares outstanding, those shares owned, by
(a) persons who are directors and also officers and (b) employee stock plans in 
which employee participants do not have the right to determine confidentially   
whether shares held subject to the plan will be tendered in a tender or exchange
offer, or (iii) on or subsequent to such date, the business combination is      
approved by the board of directors and authorized at an annual or special       
meeting of stockholders, and not by written consent, by the affirmative vote of 
at least 66 2/3 of the outstanding voting stock which is not owned by the       
interested stockholder. A "business combination" includes mergers, asset sales  
and other transactions resulting in a financial benefit to a stockholder. An    
"interested stockholder" is a person who, together with affiliates and          
associates, owns (or, within three years, did own) 15% or more of the           
corporation's voting stock. The statute could prohibit or delay the             
accomplishment of mergers or other takeover or change in control attempts with  
respect to the Company and, accordingly, may discourage attempts to acquire the 
Company.                                                                        

SECTION 228 OF THE DELAWARE GENERAL CORPORATION LAW                             

     Section 228 of the DGCL allows any action which is required to be or may be
taken at a special or annual meeting of the stockholders of a corporation to be 
taken without a meeting with the written consent of holders of outstanding stock
having not less than the minimum number of votes that would be necessary to     
authorize or take such action at a meeting at which all shares entitled to vote 
thereon were present and voted, provided that the certificate of incorporation  
of such corporation does not contain a provision to the contrary. The           
Certificate of Incorporation contains no such provision, and, therefore,        
pursuant to Section 228 and the Bylaws, stockholders holding a majority of the  
voting power of the Common Stock will be able to effect most corporate matters  
requiring stockholder approval by written consent, without the need for a       
duly-noticed and duly-held meeting of stockholders. Following the consummation  
of the Offerings, the Parent holdings of Class B Common Stock will              

64

424B1
65th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 65th

represent approximately 95.0% of the voting power of the Common Stock. See "Risk
Factors -- Control by Principal Stockholder."                                   

TRANSFER AGENT AND REGISTRAR                                                    

  The transfer agent and registrar for the Common Stock is The Bank of New
York. Its telephone number is (212) 815-2728.                                   

SHARES ELIGIBLE FOR FUTURE SALE 

  Prior to the Offerings, there has been no market for the Common Stock of
the Company. Future sales of substantial amounts of Common Stock in the public  
market following the Offerings, or the perception that such sales could occur,  
could adversely affect the market price of the Common Stock.                    

Upon the completion of the Offerings, the Company will have 8,171,851 
shares of Class A Common Stock outstanding and 15,687,432 shares of Class B     
Common Stock outstanding. Of these shares, the 5,600,000 shares of Class A      
Common Stock sold in the Offerings will be freely tradable without restriction  
under the Securities Act, unless held by "affiliates" of the Company, as that   
term is defined in Rule 144 under the Securities Act. The remaining 2,571,851   
shares of Class A Common Stock and 15,687,432 shares of Class B Common Stock    
held by existing stockholders were issued and sold by the Company in reliance on
exemptions from the registration requirements under the Securities Act. These   
shares may be sold in the public market only if registered, or pursuant to an   
exemption from registration, such as the exemption provided by Rule 144 under   
the Securities Act. The existing stockholders of the Company prior to the       
completion of the Offerings, who hold 17,245,034 shares of Common Stock, have   
entered into lock-up agreements under which such stockholders have agreed not to
offer, sell or otherwise dispose of any shares or securities exchangeable for or
convertible into shares of Common Stock owned by them for a period of 180 days  
after the date of this Prospectus, without the prior written consent of Credit  
Suisse First Boston Corporation. Upon expiration of the lock-up agreements,     
17,245,034 shares of Common Stock will become available for sale in the public  
market, subject to volume and manner of sale limitations pursuant to Rule 144   
and 1,465,690 of such shares will be freely tradeable under Rule 144.           

     In general, under Rule 144 as in effect after April 29, 1997, commencing 90
days after the date of this Prospectus, a person who has beneficially owned     
shares for at least one year is eligible to sell in "broker's transactions" or  
to market makers, within any three-month period, a number of shares that does   
not exceed the greater of (i) one percent of the number of shares then          
outstanding or (ii) the average weekly trading volume of the Common Stock during
the four calendar weeks preceding such sale. Sales under Rule 144 are also      
generally subject to certain notice requirements and to the availability of     
specified current public information about the Company. Under Rule 144(k), a    
person who is not deemed to have been an affiliate of the Company at any time   
during the 90 days preceding a proposed sale, and who has beneficially owned the
shares proposed to be sold for at least two years, is entitled to sell such     
shares without having to comply with the manner of sale, volume limitation,     
notice or public information provisions of Rule 144.                            

Approximately 90 days after the date of this Prospectus, the Company  
intends to file a Registration Statement on Form S-8 covering shares issuable   
under the Stock Option Plan, thus permitting the resale of such shares in the   
public market without restriction under the Securities Act, subject to          
restrictions on resale contained in the Stock Option Plan.                      

65

424B1
66th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 66th

CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

    The following is a general discussion of certain United States Federal tax
consequences of the acquisition, ownership and disposition of Class A Common    
Stock by a holder that is an individual, corporation, estate or trust and, for  
United States Federal income tax purposes, is not a "United States person" (a   
"Non-United States Holder"). This discussion is based upon the United States    
Federal tax law now in effect, which is subject to change, possibly             
retroactively. For purposes of this discussion, a "United States person" means a
citizen or resident of the United States; a corporation, a partnership or other 
entity created or organized in the United States or under the laws of the United
States or of any political subdivision thereof; or an estate or trust whose     
income is includible in gross income for United States Federal income tax       
purposes regardless of its source. This discussion does not consider any        
specific facts or circumstances that may apply to a particular Non-United States
Holder. Prospective investors are urged to consult their tax advisors regarding 
the United States Federal tax consequences of acquiring, holding and disposing  
of Class A Common Stock, as well as any tax consequences that may arise under   
the laws of any foreign, state, local or other taxing jurisdiction.             

DIVIDENDS                                                                       

   Dividends paid to a Non-United States Holder will generally be subject to
withholding of United States Federal income tax at the rate of 30% (or at a     
reduced tax treaty rate), unless the dividend is effectively connected with the 
conduct of a trade or business within the United States by the Non-United States
Holder, in which case the dividend will be subject to the United States Federal 
income tax on net income on the same basis that applies to United States persons
generally. In the case of a Non-United States Holder which is a corporation,    
such effectively connected income also may be subject to the branch profits tax.
Non-United States Holders should consult their tax advisors concerning any      
applicable income tax treaties that may provide for a lower rate of withholding 
or other rules different from those described above.                            

GAIN ON DISPOSITION                                                             

   A Non-United States Holder will generally not be subject to United States
Federal income tax on gain recognized on a sale or other disposition of Class A 
Common Stock unless (i) the gain is effectively connected with the conduct of a 
trade or business within the United States by the Non-United States Holder, (ii)
in the case of a Non-United States Holder who is a nonresident alien individual 
and holds the Class A Common Stock as a capital asset, such holder is present in
the United States for 183 or more days in the taxable year of disposition and   
either such individual has a "tax home" in the United States or the gain is     
attributable to an office or other fixed place of business maintained by such   
individual in the United States or (iii) the Company is or has been a "U.S. real
property holding corporation" for United States Federal income tax purposes     
(which the Company does not believe that it is or is likely to become). Gain    
that is effectively connected with the conduct of a trade or business within the
United States by the Non-United States Holder will be subject to the United     
States Federal income tax on net income on the same basis that applies to United
States persons generally (and, with respect to corporate holders, under certain 
circumstances, the branch profits tax) but will not be subject to withholding.  
Non-United States Holders should consult their own tax advisors concerning any  
applicable treaties that may provide for different rules.                       

FEDERAL ESTATE TAXES                                                            

    Class A Common Stock owned or treated as owned by an individual who is not
a citizen or resident (for United States estate tax purposes) of the United     
States at the date of death will be included in such individual's estate for    
United States Federal estate tax purposes, unless an applicable estate tax      
treaty provides otherwise.                                                      

INFORMATION REPORTING AND BACKUP WITHHOLDING                                    

    The Company generally must report annually to the Internal Revenue Service
and to each Non-United States Holder the amount of dividends paid to, and the   
tax withheld with respect to, such holder, regardless of whether                

66

424B1
67th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 67th

any tax was actually withheld. This information may also be made available to   
the tax authorities of a country in which the Non-United States Holder resides. 

Under temporary United States Treasury regulations, United States     
information reporting requirements and backup withholding tax will generally not
apply to dividends paid on the Class A Common Stock to a Non-United States      
Holder at an address outside the United States. Payments by a United States     
office of a broker of the proceeds of a sale of the Class A Common Stock is     
subject to both backup withholding at a rate of 31% and information reporting   
unless the holder certifies its Non-United States Holder status under penalties 
of perjury or otherwise establishes an exemption. Information reporting         
requirements (but not backup withholding) will also apply to payments of the    
proceeds of sales of the Class A Common Stock by foreign offices of United      
States brokers, or foreign brokers with certain types of relationships to the   
United States, unless the broker has documentary evidence in its records that   
the holder is a Non-United States Holder and certain other conditions are met,  
or the holder otherwise establishes an exemption.                               

     Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules will, in certain circumstances, be refunded or credited
against the Non-United States Holder's United States Federal income tax         
liability, provided that the required information is furnished to the Internal  
Revenue Service.                                                                

PROPOSED REGULATIONS                                                            

Under current United States Treasury regulations, dividends paid to an
address in a foreign country are presumed to be paid to a resident of that      
country (unless the payor has knowledge to the contrary) for purposes of the    
withholding discussed above and, under the current interpretation of United     
States Treasury regulations, for purposes of determining the applicability of a 
tax treaty rate. Under recently proposed United States Treasury regulations that
are proposed to be effective for payments made after December 31, 1997 (the     
"Proposed Regulations"), however, a Non-United States Holder of Class A Common  
Stock who wishes to claim the benefit of an applicable treaty rate would be     
required to satisfy applicable certification requirements. Under the Proposed   
Regulations, dividend payments would also be made subject to information        
reporting and backup withholding unless these applicable certification          
requirements are satisfied. In addition, under the Proposed Regulations, in the 
case of Class A Common Stock held by a foreign partnership, (x) the             
certification requirement would generally be applied to the partners of the     
partnership and (y) the partnership would be required to provide certain        
information, including a United States taxpayer identification number. The      
Proposed Regulations also provide look-through rules for tiered partnerships.   
There can be no assurance that the Proposed Regulations will be adopted or as to
the provisions that they will include if and when adopted in temporary or final 
form.                                                                           

UNITED STATES FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT                       

Under the Foreign Investment in Real Property Tax Act ("FIRPTA"), any 
person who acquires a "United States real property interest" (as described      
below) from a foreign person must deduct and withhold a tax equal to 10% of the 
amount realized by the foreign transferor. In addition, a foreign person who    
disposes of a United States real property interest generally is required to     
recognize gain or loss that is subject to United States federal income tax. A   
"United States real property interest" generally includes any interest (other   
than an interest solely as a creditor) in a United States corporation unless it 
is established under specific procedures that the corporation is not (and was   
not for the prior five-year period) a "United States real property holding      
corporation." The Company does not believe that it is a United States real      
property holding corporation as of the date hereof, although it has not         
conducted or obtained an appraisal of its assets to determine whether it is now 
or will be a United States real property holding corporation. If it is not      
established that the Company is not a United States real property holding       
corporation, then, unless an exemption applies, shares of the Class A Common    
Stock would be treated as United States real property interests. As discussed   
below, however, an exemption should apply to the Class A Common Stock except    
with respect to a Non-United States Holder whose beneficial ownership of Class A
Common Stock exceeds 5% of the total fair market value of the Class A Common    
Stock.                                                                          

     An interest in a United States corporation generally will not be treated as
a United States real property interest if, at any time during the calendar year,
any class of stock of the corporation is "regularly traded" on an established   
securities market (the "regularly-traded exemption"). The Company believes that,
following the                                                                   

67

424B1
68th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 68th

consummation of the Offerings, the Company's Class A Common Stock will be       
regularly traded on an established securities market within the meaning of the  
applicable regulations, although there can be no assurance that the Class A     
Common Stock, if so traded, will remain regularly traded. The remainder of this 
discussion assumes that the Class A Common Stock is and will remain regularly   
traded on an established securities market.                                     

The regularly-traded exemption is not available to a regularly traded 
interest (such as the Class A Common Stock) if such interest is owned by a      
person who beneficially owns (actually or constructively) more than 5% of the   
total fair market value of that class of interests at any time during the       
five-year period ending on the date of disposition of such interest or other    
applicable determination date. Accordingly, except with respect to a sale or    
other disposition of Class A Common Stock by a Non-United States Holder whose   
aggregate beneficial ownership has exceeded that 5% threshold, no withholding or
income taxation under the FIRPTA rules should be required with respect to the   
sale, exchange or other disposition of Class A Common Stock by a Non-United     
States Holder.                                                                  

   Any investor that may approach or exceed 5% ownership, either alone or in
conjunction with related persons, should consult its own tax advisor concerning 
the United States tax consequences that may result.                             

68

424B1
69th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 69th

UNDERWRITING

    Under the terms and subject to the conditions contained in an Underwriting
Agreement, dated April 30, 1997 (the "U.S. Underwriting Agreement"), the        
underwriters named below (the "U.S. Underwriters"), for whom Credit Suisse First
Boston Corporation, Salomon Brothers Inc, Adams, Harkness & Hill, Inc. and      
Hambrecht & Quist LLC are acting as representatives (the "Representatives"),    
have severally but not jointly agreed to purchase from the Company the following
respective numbers of U.S. Shares:                                              

                                                        [Enlarge/Download Table]

                                                                            NUMBER OF  
                                                                              U.S.     
                            U.S. UNDERWRITERS                                SHARES    
--------------------------------------------------------------------------  ---------  
                                                                                       
Credit Suisse First Boston Corporation....................................    912,000  
Salomon Brothers Inc......................................................    912,000  
Adams, Harkness & Hill, Inc. .............................................    608,000  
Hambrecht & Quist LLC.....................................................    608,000  
Bear, Stearns & Co. Inc. .................................................    120,000  
D.A. Davidson & Co. ......................................................     60,000  
Donaldson, Lufkin & Jenrette Securities Corporation.......................    120,000  
Everen Securities, Inc. ..................................................     60,000  
Fahnestock & Co. Inc. ....................................................     60,000  
Invemed Associates, Inc. .................................................    120,000  
Jefferies & Company, Inc. ................................................    120,000  
Ladenburg, Thalmann & Co. Inc. ...........................................     60,000  
Laidlaw Equities, Inc. ...................................................     60,000  
Lehman Brothers Inc. .....................................................    120,000  
Lintz Glover White & Co., Inc. ...........................................     60,000  
Montgomery Securities.....................................................    120,000  
Morgan Stanley & Co. Incorporated.........................................    120,000  
Piper Jaffray Inc. .......................................................     60,000  
Rodman & Renshaw, Inc. ...................................................     60,000  
Sanders Morris Mundy......................................................     60,000  
Stifel, Nicolaus & Company, Incorporated..................................     60,000  
                                                                            -----------
          Total...........................................................  4,480,000  
                                                                            ===========

   The U.S. Underwriting Agreement provides that the obligations of the U.S.
Underwriters are subject to certain conditions precedent and that the U.S.      
Underwriters will be obligated to purchase all of the U.S. Shares offered hereby
(other than those shares covered by the over-allotment option described below)  
if any are purchased. The U.S. Underwriting Agreement provides that, in the     
event of a default by a U.S. Underwriter, in certain circumstances the purchase 
commitments of non-defaulting U.S. Underwriters may be increased or the U.S.    
Underwriting Agreement may be terminated.                                       

     The Company has entered into a Subscription Agreement, dated April 30, 1997
(the "Subscription Agreement"), with the Managers of the International Offering 
(the "Managers") providing for the concurrent offer and sale of the             
International Shares outside the United States and Canada. The closing of the   
U.S. Offering is a condition to the closing of the International Offering and   
vice versa.                                                                     

    The Company has granted to the U.S. Underwriters and the Managers options,
each exercisable by Credit Suisse First Boston Corporation ("CSFBC"), and       
expiring at the close of business on the thirtieth (30th) day after the date of 
this Prospectus, to purchase an aggregate of up to 840,000 additional shares at 
the initial public offering price, less the underwriting discounts or           
commissions, all as set forth on the cover page of this Prospectus. Such options
may be exercised only to cover over-allotments in the sale of the shares of     
Class A Common Stock offered hereby. To the extent that these options to        
purchase are exercised, each U.S. Underwriter and each Manager will become      
obligated, subject to certain conditions, to purchase approximately the same    
percentage of additional shares being sold to the U.S. Underwriters and the     
Managers as the number of U.S. Shares set forth next to such U.S. Underwriter's 
name in the preceding table and as the number set forth next to                 

69

424B1
70th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 70th

such Manager's name in the corresponding table in the prospectus relating to the
International Offering bears to the sum of the total number of shares of Class A
Common Stock in such tables.                                                    

The Company has been advised by the Representatives that the U.S.     
Underwriters propose to offer the U.S. Shares in the United States and Canada to
the public initially at the public offering price set forth on the cover page of
this Prospectus and, through the Representatives, to certain dealers at such    
price less a concession of $0.47 per share, and the U.S. Underwriters and such  
dealers may allow a discount of $0.10 per share on sales to certain other       
dealers. After the initial public offering, the public offering price and       
concession and discount to dealers may be changed by the Representatives.       

The public offering price, the aggregate underwriting discounts and   
commissions per share and per share concession and discount to dealers for the  
U.S. Offering and the concurrent International Offering will be identical.      
Pursuant to an agreement between the U.S. Underwriters and Managers (the        
"Intersyndicate Agreement") relating to the Offerings, changes in the public    
offering price, concession and discount to dealers will be made only upon mutual
agreement of CSFBC, as representative of the U.S. Underwriters, and Credit      
Suisse First Boston (Europe) Limited ("CSFBL") on behalf of the Managers.       

     Pursuant to the Intersyndicate Agreement, each of the U.S. Underwriters has
agreed that, as part of the distribution of the U.S. Shares and subject to      
certain exceptions, it has not offered or sold, and will not offer or sell,     
directly or indirectly, any shares of Class A Common Stock or distribute any    
prospectus relating to the Class A Common Stock to any person outside the United
States or Canada or to any other dealer who does not so agree. Each of the      
Managers has agreed or will agree that, as part of the distribution of the      
International Shares and subject to certain exceptions, it has not offered or   
sold, and will not offer or sell, directly or indirectly, any shares of Class A 
Common Stock or distribute any prospectus relating to the Class A Common Stock  
in the United States or Canada or to any dealer who does not so agree. The      
foregoing limitations do not apply to stabilization transactions or to          
transactions between the U.S. Underwriters and the Managers pursuant to the     
Intersyndicate Agreement. As used herein, "United States" means the United      
States of America (including the States and the District of Columbia), its      
territories, possessions and other areas subject to its jurisdiction, "Canada"  
means Canada, its provinces, territories, possessions and other areas subject to
its jurisdiction, and an offer or sale shall be in the United States or Canada  
if it is made to (i) any individual resident of the United States or Canada or  
(ii) any corporation, partnership, pension, profit-sharing or other trust or    
other entity (including any such entity acting as an investment advisor with    
discretionary authority) whose office most directly involved with the purchase  
is located in the United States or Canada.                                      

 Pursuant to the Intersyndicate Agreement, sales may be made between the
U.S. Underwriters and the Managers of such number of shares of Common Stock as  
may be mutually agreed upon. The price of any shares so sold will be the public 
offering price, less such amount as may be mutually agreed upon by CSFBC, as    
representative of the U.S. Underwriters, and CSFBL, on behalf of the Managers,  
but not exceeding the selling concession applicable to such shares. To the      
extent there are sales between the U.S. Underwriters and the Managers pursuant  
to the Intersyndicate Agreement, the number of shares of Class A Common Stock   
initially available for sale by the U.S. Underwriters or by the Managers may be 
more or less than the amount appearing on the cover page of this Prospectus.    
Neither the U.S. Underwriters nor the Managers are obligated to purchase from   
the other any unsold shares of Class A Common Stock.                            

 The Company and all of its current stockholders, directors and officers
have agreed that they will not offer, sell, contract to sell, pledge or         
otherwise dispose of, directly or indirectly, or file, or cause to be filed,    
with the Securities and Exchange Commission a registration statement under the  
Securities Act of 1933, as amended (the "Securities Act"), relating to any      
additional shares of its Common Stock or securities convertible into or         
exchangeable or exercisable for any shares of its Common Stock, or publicly     
disclose the intention to make any such offer, sale, pledge, disposal or filing,
without the prior written consent of CSFBC for a period of 180 days after the   
date of this Prospectus, excepting, in the case of the Company, grants of       
employee stock options or rights pursuant to a plan in effect on the date of    
this Prospectus, issuances pursuant to the exercise of such options or rights   
and any filing of a registration statement under the Securities Act with respect
to any of the foregoing permitted issuances or grants.                          

The Representatives, on behalf of the U.S. Underwriters, may engage in
over-allotment, stabilizing transactions, syndicate covering transactions and   
penalty bids in accordance with Regulation M under the                          

70

424B1
71st Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 71st

Securities Act of 1934 (the "Exchange Act"). Over-allotment involves syndicate  
sales in excess of the offering size, which creates a syndicate short position. 
Stabilizing transactions permit bids to purchase the underlying security so long
as the stabilizing bids do not exceed a specified maximum. Syndicate covering   
transactions involve purchases of Class A Common Stock in the open market after 
the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the Representatives to reclaim a selling concession from a  
syndicate member when Class A Common Stock originally sold by such syndicate    
member is purchased in a syndicate covering transaction to cover syndicate short
positions. Such stabilizing transactions, syndicate covering transactions and   
penalty bids may cause the price of Class A Common Stock to be higher than it   
would otherwise be in the absence of such transactions. These transactions may  
be effected on The New York Stock Exchange or otherwise and, if commenced, may  
be discontinued at any time.                                                    

    The U.S. Underwriters have reserved up to 280,000 shares of Class A Common
Stock offered hereby for sale to certain directors, officers and employees of   
the Company and its affiliates, business affiliates and related persons who have
expressed an interest in purchasing such reserved shares at the initial public  
offering price. The number of shares available to the general public will be    
reduced to the extent such employees purchase reserved shares. Any reserved     
shares that are not so purchased by such persons will be offered by the U.S.    
Underwriters to the general public on the same terms as the other shares offered
hereby.                                                                         

    The Company has agreed to indemnify the U.S. Underwriters and the Managers
against certain liabilities, including civil liabilities under the Securities   
Act, or to contribute to payments that the U.S. Underwriters and the Managers   
may be required to make in respect thereof.                                     

    Application has been made to list the Class A Common Stock on the New York
Stock Exchange under the symbol "WNI." In compliance with New York Stock        
Exchange listing requirements, the Underwriters will sell round lots of 100 or  
more shares of Class A Common Stock to a minimum of 2,000 beneficial owners.    

     The Underwriters have advised the Company that discretionary sales will not
exceed 5% of the shares of Class A Common Stock offered hereby.                 

71

424B1
72nd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 72nd

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS                                                             

   The distribution of the shares of Class A Common Stock in Canada is being
made only on a private placement basis exempt from the requirement that the     
Company prepare and file a prospectus with the securities regulatory authorities
in each province where trades of the Class A Common Stock are effected.         
Accordingly, any resale of the Class A Common Stock in Canada must be made in   
accordance with applicable securities laws which will vary depending on the     
relevant jurisdiction, and which may require resales to be made in accordance   
with available statutory exemptions or pursuant to a discretionary exemption    
granted by the applicable Canadian securities regulatory authority. Purchasers  
are advised to seek legal advice prior to any resale of the Class A Common      
Stock.                                                                          

REPRESENTATIONS OF PURCHASERS                                                   

Each purchaser of the Class A Common Stock in Canada who receives a   
purchase confirmation will be deemed to represent to the Company and the dealer 
from whom such purchase confirmation is received that (i) such purchaser is     
entitled under applicable provincial securities laws to purchase such Class A   
Common Stock without the benefit of a prospectus qualified under such securities
laws, (ii) where required by law, that such purchaser is purchasing as principal
and not as agent and (iii) such purchaser has reviewed the text above under     
"Resale Restrictions."                                                          

RIGHTS OF ACTION (ONTARIO PURCHASERS)                                           

 The shares of Class A Common Stock being offered are those of a foreign
issuer and Ontario purchasers will not receive the contractual right of action  
prescribed by section 32 of the Regulation under the Securities Act (Ontario).  
As a result, Ontario purchasers must rely on other remedies that may be         
available, including common law rights of action for damages or rescission or   
rights of action under the civil liability provisions of the U.S. federal       
securities laws.                                                                

ENFORCEMENT OF LEGAL RIGHTS                                                     

  All of the Company's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the     
Company or such persons. All or a substantial portion of the assets of the      
Company and such persons may be located outside of Canada and, as a result, it  
may not be possible to satisfy a judgment against the Company or such persons in
Canada or to enforce a judgment obtained in Canadian courts against such Company
or persons outside of Canada.                                                   

NOTICE TO BRITISH COLUMBIA RESIDENTS                                            

   A purchaser of a share of Class A Common Stock to whom the Securities Act
(British Columbia) applies is advised that such purchaser is required to file   
with the British Columbia Securities Commission a report within ten days of the 
sale of any Class A Common Stock acquired by such purchaser pursuant to the     
Offerings. Such report must be in the form attached to British Columbia         
Securities Commission Blanket Order BOR #95/17, a copy of which may be obtained 
from the Company. Only one such report must be filed in respect of Class A      
Common Stock acquired on the same date and under the same prospectus exemption. 

TAXATION AND ELIGIBILITY FOR INVESTMENT                                         

    Canadian purchasers of Class A Common Stock should consult their own legal
and tax advisers with respect to the tax consequences of an investment in Class 
A Common Stock in their particular circumstances and with respect to the        
eligibility of Class A Common Stock for investment by the purchaser under       
relevant Canadian legislation.                                                  

72

424B1
73rd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 73rd

LEGAL MATTERS 

   The validity of the Class A Common Stock offered in the Offerings will be
passed upon for the Company by Latham & Watkins, New York, New York. Roger H.   
Kimmel, a director of the Company, is a partner of Latham & Watkins. Certain    
legal matters in connection with the Offerings will be passed upon for the U.S. 
Underwriters and Managers by Irell & Manella LLP, Los Angeles, California.      

EXPERTS 

  The consolidated financial statements of Weider Nutrition International,
Inc. at May 31, 1995 and 1996 and for the years ended May 31, 1994, 1995 and    
1996 appearing in this Prospectus and the Registration Statement of which this  
Prospectus is a part have been audited by Deloitte & Touche LLP, independent    
auditors, as stated in their reports appearing herein and elsewhere in the      
Registration Statement and are included in reliance upon the reports of such    
firm given upon their authority as experts in accounting and auditing.          

AVAILABLE INFORMATION 

A Registration Statement on Form S-1 (together with all amendments,   
exhibits and schedules thereto, the "Registration Statement") relating to the   
Class A Common Stock offered by the Company has been filed with the Securities  
and Exchange Commission (the "Commission"), Washington, D.C. 20549. This        
Prospectus, which constitutes part of the Registration Statement, does not      
contain all of the information set forth in the Registration Statement.         
Statements contained in this Prospectus as to the content of any contract or any
other document referred to herein are not necessarily complete and in each      
instance reference is made to the copy of such contract or document filed as an 
exhibit to the Registration Statement, each such statement being qualified in   
all respects by such reference. The Registration Statement and the exhibits and 
schedules thereto may be inspected at the public reference room maintained by   
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
should also be available for inspection and copying at is regional offices      
located at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,     
Chicago, Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York
10048. In addition, certain information on file with the Commission can be      
accessed via the Commission's Internet home page at http://www.sec.gov/. Copies 
of such material can be obtained from the public reference section of the       
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed     
rates.                                                                          

73

424B1
74th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 74th

WEIDER NUTRITION INTERNATIONAL, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]
                                                                                          
Independent Auditors' Report.......................................................... F-2

Consolidated Balance Sheets at May 31, 1995 and 1996 and unaudited at February 28,        
  1997................................................................................ F-3

Consolidated Statements of Income for the Years Ended May 31, 1994, 1995 and 1996         
  and unaudited for the Nine Months Ended February 28, 1996 and 1997.................. F-4

Consolidated Statements of Stockholders' Equity for the Years Ended May 31, 1994,         
  1995 and 1996 and unaudited for the Nine Months Ended February 28, 1997............. F-5

Consolidated Statements of Cash Flows for the Years Ended May 31, 1994, 1995 and 1996     
  and unaudited for the Nine Months Ended February 28, 1996 and 1997.................. F-6

Notes to Consolidated Financial Statements............................................ F-8

 F-1

424B1
75th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 75th

INDEPENDENT AUDITORS' REPORT

The Board of Directors                                                          
Weider Nutrition International, Inc. and Subsidiaries                           

We have audited the accompanying consolidated balance sheets of Weider Nutrition
International, Inc. and subsidiaries (collectively, the "Company") as of May 31,
1995 and 1996, and the related consolidated statements of income, stockholders' 
equity, and cash flows for each of the three years in the period ended May 31,  
1996. These financial statements are the responsibility of the Company's        
management. Our responsibility is to express an opinion on these financial      
statements based on our audits.                                                 

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that out audits provide a reasonable basis for our opinion.          

In our opinion, such consolidated financial statements present fairly, in all   
material respects, the consolidated financial position of Weider Nutrition      
International, Inc. and subsidiaries at May 31, 1995 and 1996, and the          
consolidated results of their operations and their cash flows for each of the   
three years in the period ended May 31, 1996 in conformity with generally       
accepted accounting principles.                                                 

DELOITTE & TOUCHE LLP                                                           

Salt Lake City, Utah                                                            
July 10, 1996                                                                   
(September 26, 1996 as to last                                                  
paragraph in Note 5 and the "Litigation"                                        
paragraph of Note 7)                                                            

 F-2

424B1
76th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 76th

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS 
MAY 31, 1995 AND 1996 AND UNAUDITED FEBRUARY 28, 1997 
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                         FEBRUARY 28, 1997    
                                                                     -------------------------
                                                                                    PRO FORMA 
                                                   1995      1996    UNAUDITED      UNAUDITED 
                                                  -------  --------  ----------     ----------
                                                                                              
                                ASSETS                                                        
Current assets                                                                                
  Cash and cash equivalents.....................  $ 2,272  $  1,592   $  1,065                
  Accounts receivable, net of allowance for                                                   
     doubtful accounts of $150 (1995) and $137                                                
     (1996).....................................   21,497    33,526     34,739                
  Other receivables.............................      475     1,035      1,968                
  Inventories...................................   18,204    42,382     46,677                
  Prepaid expenses and other....................      732     4,806      2,775                
  Deferred taxes................................    1,433     2,704      3,053                
                                                  -------  --------   --------                
     Total current assets.......................   44,613    86,045     90,277                
                                                  -------  --------   --------                
Property and equipment, net.....................    9,954    21,411     26,298                
                                                  -------  --------   --------                
Other assets:                                                                                 
  Intangible assets, net........................   14,452    23,783     26,658                
  Deposits and other assets.....................      804     1,404      4,918                
  Deferred taxes................................      225       504        534                
                                                  -------  --------   --------                
     Total other assets.........................   15,481    25,691     32,110                
                                                  -------  --------   --------                
          Total assets..........................  $70,048  $133,147   $148,685                
                                                  =======  ========   ========                
                 LIABILITIES AND STOCKHOLDERS' EQUITY                                         
Current liabilities                                                                           
  Accounts payable..............................  $11,451  $ 19,093   $ 13,135                
  Accrued expenses..............................    1,881     6,668      6,959                
  Current portion of long-term debt.............    2,709     9,032      7,456                
  Payable to Weider.............................    3,528     3,747        925                
                                                  -------  --------   --------                
     Total current liabilities..................   19,569    38,540     28,475                
                                                  -------  --------   --------                
Long-term debt..................................   22,379    55,275     79,907                
                                                  -------  --------   --------                
Commitments and contingencies                                                                 
Stockholders' equity:                                                                         
  Preferred stock, par value $.01 per share;                                                  
     10,000,000 shares authorized, no shares                                                  
     issued and outstanding.....................                                              
  Class A and Class B Common Stock, par value                                                 
     $1.00 per share; 100,000 shares authorized,                                              
     1,195.17 issued and outstanding............        1         1          1       $      1 
  Additional paid-in-capital....................    4,480     4,480      4,480          4,480 
  Foreign currency translation..................       --        --       (131)          (131)
  Retained earnings.............................   23,619    34,851     35,953         17,620 
                                                  -------  --------   --------       -------- 
     Total stockholders' equity.................   28,100    39,332     40,303       $ 21,970 
                                                  -------  --------   --------       ======== 
          Total liabilities and stockholders'                                                 
            equity..............................  $70,048  $133,147   $148,685                
                                                  =======  ========   ========                

See notes to consolidated financial statements. 

 F-3

424B1
77th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 77th

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF INCOME 
FOR THE YEARS ENDED MAY 31, 1994, 1995 AND 1996 
AND UNAUDITED FOR THE NINE MONTHS ENDED FEBRUARY 28, 1996 AND 1997
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) 

                                                        [Enlarge/Download Table]

                                                                            NINE MONTHS ENDED    
                                                                              FEBRUARY 28,       
                                                                         ----------------------- 
                                        1994      1995        1996         1996         1997     
                                       -------   -------   -----------   --------    ----------- 
                                                                                UNAUDITED        
                                                                                                 
Net sales............................  $67,870   $90,927   $   186,405   $128,448    $   151,407 
Cost of goods sold...................   39,287    55,411       116,177     80,419         94,008 
                                       -------   -------      --------    -------        ------- 
Gross profit.........................   28,583    35,516        70,228     48,029         57,399 
                                       -------   -------      --------    -------        ------- 
Operating expenses:                                                                              
  Selling and marketing..............   12,548    15,472        26,596     18,175         23,415 
  General and administrative.........    5,868     6,198        10,924      7,290         10,296 
  Amortization of intangible                                                                     
     assets..........................      813     1,107         2,079      1,570          1,500 
  Impairment of intangible assets....       --        --            --         --          2,095 
  Research and development...........    1,115     1,449         1,469      1,156          1,539 
                                       -------   -------      --------    -------        ------- 
     Total operating expenses........   20,344    24,226        41,068     28,191         38,845 
                                       -------   -------      --------    -------        ------- 
Income from operations...............    8,239    11,290        29,160     19,838         18,554 
                                       -------   -------      --------    -------        ------- 
Other income (expense):                                                                          
  Interest, net......................     (245)   (1,079)       (3,736)    (2,748)        (4,673)
  Other..............................   (1,015)      147          (253)      (177)          (423)
                                       -------   -------      --------    -------        ------- 
     Total...........................   (1,260)     (932)       (3,989)    (2,925)        (5,096)
                                       -------   -------      --------    -------        ------- 
Income before income taxes...........    6,979    10,358        25,171     16,913         13,458 
Provision for income taxes...........    2,845     4,266        10,207      6,858          5,383 
                                       -------   -------      --------    -------        ------- 
Net income...........................  $ 4,134   $ 6,092   $    14,964   $ 10,055    $     8,075 
                                       =======   =======      ========    =======        ======= 
Pro forma net income per common and                                                              
  common equivalent share                                                                        
  (unaudited)........................       --        --   $      0.79         --    $      0.43 
                                                              ========                   ======= 
Pro forma common and common                                                                      
  equivalent shares outstanding                                                                  
  (unaudited)........................       --        --    18,908,672         --     18,908,672 
                                                              ========                   ======= 
Supplemental pro forma net income per                                                            
  common and common equivalent share                                                             
  (unaudited)........................       --        --   $      0.69         --    $      0.41 
                                                              ========                   ======= 
Supplemental pro forma common and                                                                
  common equivalent shares                                                                       
  outstanding (unaudited)............       --        --    23,859,283         --     23,859,283 
                                                              ========                   ======= 

See notes to consolidated financial statements. 

 F-4

424B1
78th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 78th

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 
FOR THE YEARS ENDED MAY 31, 1994, 1995 AND 1996 
AND UNAUDITED FOR THE NINE MONTHS ENDED FEBRUARY 28, 1997 
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) 

                                                        [Enlarge/Download Table]

                                       CLASS                                               
                                         A                   FOREIGN                       
                                       AND B   ADDITIONAL   CURRENCY                       
                                       COMMON   PAID-IN    TRANSLATION  RETAINED           
                                       STOCK    CAPITAL    ADJUSTMENTS  EARNINGS    TOTAL  
                                       ------  ----------  -----------  --------   ------- 
                                                                                           
Balance at June 1, 1993...............  $  1     $   --       $  --     $ 19,485   $19,486 
  Net income..........................    --         --          --        4,134     4,134 
  Distributions to Weider.............    --         --          --         (674)     (674)
                                        ----     ------       -----      -------   ------- 
Balance at May 31, 1994...............     1         --          --       22,945    22,946 
  Net income..........................    --         --          --        6,092     6,092 
  Issuance of common stock............    --      4,480          --           --     4,480 
  Distributions to Weider.............    --         --          --       (5,418)   (5,418)
                                        ----     ------       -----      -------   ------- 
Balance at May 31, 1995...............     1      4,480          --       23,619    28,100 
  Net income..........................    --         --          --       14,964    14,964 
  Distributions to Weider.............    --         --          --       (3,732)   (3,732)
                                        ----     ------       -----      -------   ------- 
Balance at May 31, 1996...............     1      4,480          --       34,851    39,332 
  Net income (unaudited)..............    --         --          --        8,075     8,075 
  Distributions to Weider                                                                  
     (unaudited)......................    --         --          --       (6,973)   (6,973)
  Foreign currency translation                                                             
     adjustments (unaudited)..........    --         --        (131)          --      (131)
                                        ----     ------       -----      -------   ------- 
Balance at February 28, 1997                                                               
  (unaudited).........................  $  1     $4,480       $(131)    $ 35,953   $40,303 
                                        ====     ======       =====      =======   ======= 

 F-5

424B1
79th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 79th

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE YEARS ENDED MAY 31, 1994, 1995 AND 1996 
AND UNAUDITED FOR THE NINE MONTHS ENDED FEBRUARY 28, 1996 AND 1997
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                                                           NINE MONTHS ENDED   
                                                                              FEBRUARY 28,     
                                                                          -------------------- 
                                            1994      1995       1996       1996        1997   
                                           -------   -------   --------   --------     ------- 
                                                                              (UNAUDITED)      
                                                                                               
Cash flows from operating activities:                                                          
  Net income.............................  $ 4,134   $ 6,092   $ 14,964   $ 10,055     $ 8,075 
  Adjustments to reconcile net income to                                                       
     cash provided by (used in) operating                                                      
     activities:                                                                               
     Provisions for bad debts............      101       108         98        156         131 
     Deferred tax provision..............     (129)     (911)    (1,550)    (1,901)       (378)
     Depreciation and amortization.......    1,405     2,000      5,001      3,555       4,424 
     Impairment loss.....................       --        --         --         --       2,095 
  Changes in operating assets and                                                              
     liabilities-net of assets acquired:                                                       
     Accounts receivable.................      908    (4,240)    (8,219)    (6,866)       (623)
     Other receivables...................      763      (519)      (496)    (3,442)       (732)
     Inventories.........................   (2,086)   (8,928)   (18,452)   (10,779)     (3,504)
     Prepaid expenses and other..........      388       (83)    (3,742)    (3,504)      2,035 
     Deposits and other assets...........     (122)       75       (428)       351      (3,457)
     Accounts payable....................    3,156     1,031        881     (2,658)     (6,780)
     Accrued expenses....................     (107)       25       (259)      (260)     (1,248)
                                           -------   -------   --------   --------     --------
       Net cash provided by (used in)                                                          
          operating activities...........    8,411    (5,350)   (12,202)   (15,293)         38 
                                           -------   -------   --------   --------     --------
Cash flows from financing activities:                                                          
  Issuance of common stock...............       --     4,480         --         --          -- 
  Distributions to Weider................     (673)   (5,418)    (3,731)    (1,555)     (6,973)
  Net increase (decrease) in payable to                                                        
     Weider..............................     (463)    1,914        182     23,925      (2,823)
  Proceeds from long-term debt...........    3,445    17,953     35,250      9,500      36,030 
  Payments on long-term debt.............   (3,672)   (1,519)    (4,949)    (2,506)    (13,481)
                                           -------   -------   --------   --------     --------
       Net cash provided by (used in)                                                          
          financing activities...........   (1,363)   17,410     26,752     29,364      12,753 
                                           -------   -------   --------   --------     --------
Cash flows from investing activities:                                                          
  Purchase of companies, net of cash                                                           
     acquired............................   (1,875)   (8,495)    (9,011)    (9,011)     (5,083)
  Purchase of trademarks.................       --        --       (135)    (1,441)     (1,761)
  Purchase of property and equipment.....   (5,171)   (1,295)    (6,084)    (5,434)     (6,343)
                                           -------   -------   --------   --------     --------
          Net cash used in investing                                                           
            activities...................   (7,046)   (9,790)   (15,230)   (15,886)    (13,187)
                                           -------   -------   --------   --------     --------
Effect of exchange rate changes on                                                             
  cash...................................       --        --         --         --        (131)
                                           -------   -------   --------   --------     --------
Increase (decrease) in cash and cash                                                           
  equivalents............................        2     2,270       (680)    (1,815)       (527)
Cash and cash equivalents, beginning of                                                        
  period.................................       --         2      2,272      2,272       1,592 
                                           -------   -------   --------   --------     --------
Cash and cash equivalents, end of                                                              
  period.................................  $     2   $ 2,272   $  1,592   $    457     $ 1,065 
                                           =======   =======   ========   ========     ========

                                                                     (continued)

 F-6

424B1
80th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 80th

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE YEARS ENDED MAY 31, 1994, 1995 AND 1996 
AND UNAUDITED FOR THE NINE MONTHS ENDED FEBRUARY 28, 1996 AND 1997
(DOLLARS IN THOUSANDS)

SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:                                 

                                                                [Download Table]

                                                              NINE MONTHS ENDED 
                                                                FEBRUARY 28,    
                                                             -------------------
                                     1994    1995    1996     1996         1997 
                                    ------  ------  -------  ------       ------
                                                                  UNAUDITED     
                                                                                
Cash paid during the year for:                                                  
  Interest......................... $  297  $1,163  $ 3,816  $2,824       $4,684
  Income taxes.....................  3,208   2,279   11,920   7,013        3,400

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:         

     In connection with the acquisitions of net assets from other companies, the
Company assumed liabilities as follows:                                         

                                                        [Enlarge/Download Table]

                                                                  NINE MONTHS ENDED  
                                                                    FEBRUARY 28,     
                                                                 ------------------- 
                                    1994      1995      1996      1996        1997   
                                   -------   -------   -------   -------     ------- 
                                                                      UNAUDITED      
                                                                                     
Fair value of assets acquired..... $ 1,004   $ 6,250   $18,497   $18,497     $ 4,472 
Cost in excess of fair value of                                                      
  net assets acquired.............   2,508     8,788    11,275    11,275       3,479 
Cash paid, net of cash acquired...  (1,875)   (8,495)   (9,011)   (9,011)     (5,083)
Debt and liabilities issued.......  (1,226)   (2,000)   (7,063)   (7,063)     (1,300)
                                   -------   -------   -------   --------    ------- 
Liabilities assumed............... $   411   $ 4,543   $13,698   $13,698     $ 1,568 
                                   =======   =======   =======   ========    ======= 

See notes to consolidated financial statements. 

 F-7

424B1
81st Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 81st

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1994, 1995 AND 1996 
AND UNAUDITED FOR THE NINE MONTHS ENDED 
FEBRUARY 28, 1997 
(DOLLARS IN THOUSANDS EXCEPT SHARE DATA)

1.  SIGNIFICANT ACCOUNTING POLICIES                                             

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements  
include the accounts of Weider Nutrition International, Inc. and its            
wholly-owned subsidiaries (collectively, the "Company") which is a              
majority-owned subsidiary of Weider Health and Fitness ("Weider" or the         
"Parent"). All significant intercompany accounts and transactions have been     
eliminated.                                                                     

DESCRIPTION OF BUSINESS -- The Company is principally involved in the 
development, manufacturing and marketing of nutritional supplement products.    

  USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS -- The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported  
amounts of assets and liabilities and disclosure of contingent assets and       
liabilities at the date of the financial statements and the reported amounts of 
sales and expenses during the reporting period. Actual results could differ from
those estimates.                                                                

     CASH EQUIVALENTS -- Cash equivalents include highly liquid investments with
an original maturity of three months or less.                                   

    INVENTORIES -- Inventories are stated at the lower of cost (on a first-in,
first-out basis) or market.                                                     

  PROPERTY AND EQUIPMENT -- Property and equipment are stated at cost less
accumulated depreciation. Depreciation and amortization expense was $592 (1994),
$894 (1995) and $2,922 (1996), computed primarily using the straight-line method
over the estimated useful lives of 31 years for buildings and 2 to 7 years for  
other property and equipment.                                                   

INCOME TAXES -- The Company files consolidated returns with Weider for
Federal and state income tax purposes. For financial statement purposes, the    
Company has provided for income taxes as if it were filing separately. The      
Company records in its balance sheet deferred income tax liabilities and assets 
for the expected future tax consequences of events that have been recognized in 
different periods for financial statements versus tax returns. Current income   
taxes payable are included in payable to Weider on the balance sheet.           

   NET SALES -- The Company recognizes sales upon shipment of a product to a
customer. Allowances are made for uncollectible accounts and future credits. Net
sales and receivables included a customer concentration as follows:             

                                                                [Download Table]

                                                       1994      1995       1996   
                                                      -------   -------   -------- 
                                                                                   
Total net sales...................................... $67,870   $90,927   $186,405 
General Nutrition Center ("GNC") net sales...........  18,043    23,600     30,579 
GNC percent of net sales.............................      27%       26%        16%
GNC percent of receivables...........................      36        28         16 

   FINANCIAL INSTRUMENTS -- The Company's financial instruments, when valued
using market interest rates, would not be materially different from the amounts 
presented in the consolidated financial statements.                             

 INTANGIBLE ASSETS -- Intangible assets are stated at cost and amortized
using the straight-line method over the estimated useful lives of the assets as 
follows:                                                                        

                                                        [Enlarge/Download Table]
                                                                                     
Cost in excess of fair value of net assets acquired.................... 10 - 15 years
Patents and trademarks................................................. 10 - 20 years
Non-compete agreement.................................................. 5 years      

 F-8

424B1
82nd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 82nd

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

The Company evaluates the economic factors for determining requisite  
recovery periods for certain intangible assets on a case by case basis. The     
Company recognizes amortization of goodwill over periods of 15 to 35 years.     
Management determined that a 35 year life was appropriate for the goodwill of   
$2.8 million associated with the Science Foods acquisition. Management          
anticipates a similar life will be appropriate for goodwill associated with     
future acquisitions.                                                            

   UNAUDITED PRO FORMA NET INCOME PER SHARE -- For purposes of computing the
pro-forma net income per share, all references to shares of Common Stock reflect
a 14,428.9-for-one stock split ("stock split") which will occur in conjunction  
with the public offering. The calculation of pro forma net income per common and
common equivalent share was determined by dividing pro forma net income by the  
pro forma common and common equivalent shares outstanding after giving          
retroactive effect to the stock split and the issuance of 1,666,636 shares of   
Class A Common Stock the proceeds from which would be necessary to pay the      
one-time, $18.3 million Class B Dividend and otherwise does not give effect to  
the offerings of approximately 5,600,000 shares of Class A Common Stock upon    
effectiveness of the Registration Statement (the "Offerings"). The calculation  
of supplemental pro forma net income per common and common equivalent share was 
determined by dividing pro forma net income by the pro forma common and common  
equivalent shares outstanding after giving retroactive effect to the stock      
split, the Offerings and the issuance of an aggregate of 1,014,247 shares of    
Class A Common Stock to senior executives and certain other qualifying          
employees. The calculation reflects the retirement of debt with the proceeds of 
the Offerings as if such debt was retired at the beginning of the period (which 
would have the effect of reducing after-tax interest expense by $1.4 million in 
fiscal 1996 and $1.6 million in the nine months ended February 28, 1997) but    
does not give effect to the one-time compensation expense estimated at          
approximately $14.5 million ($8.7 million, net of tax) arising from the issuance
of an aggregate of 1,014,247 shares of Class A Common Stock described above.    
After giving pro forma effect to such compensation expense, supplemental pro    
forma net income per common and common equivalent share would be reduced by     
approximately $0.36 per share. In addition, in accordance with Securities and   
Exchange Commission Staff Accounting Bulletin ("SAB") No. 83, shares issued and 
share options or warrants granted within one year of or in contemplation of the 
anticipated initial public offering of Class A Common Stock have been included  
in the calculation of common share equivalents, using the treasury stock method 
to determine the dilutive effect of the issuances, as if they were outstanding  
for all periods presented. There are no dilutive common equivalent shares other 
than those considered outstanding for all periods presented in accordance with  
SAB No. 83.                                                                     

 UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS -- The consolidated
financial statements at February 28, 1997 and for the nine months ended February
28, 1996 and 1997 have been derived from unaudited consolidated financial       
statements of the Company. Management believes the Company's unaudited          
consolidated financial statements have been prepared on the same basis as the   
audited financial statements and include all adjustments, consisting only of    
normal recurring adjustments, necessary for a fair presentation of the financial
position and results of operations for such periods. Results for the nine months
ended February 28, 1997 have not been audited and are not necessarily indicative
of results to be expected for the full fiscal year.                             

UNAUDITED PRO FORMA STOCKHOLDERS' EQUITY -- The unaudited pro forma   
stockholders' equity balance at February 28, 1997 gives effect to the $18.3     
million distribution to Weider to be paid after the closing of the Company's    
anticipated initial public offering but does not give effect to such initial    
public offering and the use of proceeds therefrom.                              

   ACCOUNTING STANDARDS -- In March 1995, the Financial Accounting Standards
Board issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets  
and for Long-Lived Assets to be Disposed Of." This statement addresses the      
accounting for the impairment of long-lived assets, such as property and        
equipment, certain identifiable intangibles and goodwill related to those       
assets. Long-lived assets and certain identifiable intangibles are to be        
reviewed for impairment whenever events or changes in circumstances indicate    
that the carrying amount of an asset may not be recoverable. An impairment loss 
is recognized when the sum of the future cash flows is less than the carrying   
amount of the asset. The statement also requires that long-lived assets and     

 F-9

424B1
83rd Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 83rd

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

identifiable intangibles be accounted for at the lower of cost or fair value    
less cost to sell. The Company adopted SFAS No. 121 effective June 1, 1996.     
Subsequent to May 31, 1996, primarily as a result of the Company's decision to  
discontinue manufacturing and marketing products containing ephedrine in capsule
and tablet form, the Company recognized an impairment of intangible assets      
relating to the acquisitions of the Excel and Exceed brands of approximately    
$2.1 million ($1.3 million, net of tax).                                        

   In October 1995, the Financial Accounting Standards Board issued SFAS No.
123, "Accounting for Stock-Based Compensation" which defines a fair value based 
method of accounting for stock based employee compensation plans. Under SFAS No.
123, companies are encouraged, but are not required, to adopt the fair value    
method for fiscal years beginning after December 15, 1995 for all employee      
awards granted after the beginning of such year. Companies are permitted to     
continue to account for such transactions under Accounting Principles Board     
Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25), but    
must, in future years, disclose in a note to the financial statements pro forma 
net income and earnings per share as if SFAS No. 123 had been applied. The      
Company has determined that it will not adopt the fair value method but will    
continue to account for stock-based compensation under APB No. 25 and will      
provide the requisite disclosure under SFAS No. 123.                            

    In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings per Share" which supersedes Accounting Principles Board Opinion  
No. 15 "Earnings per Share" and replaces the presentation of primary earnings   
per share with a presentation of basic earnings per share. It also requires dual
presentation of basic and diluted earnings per share on the face of the income  
statement for all entities with complex capital structures and provides guidance
on other computational changes. SFAS No. 128 is effective for financial         
statements for both interim and annual periods ending after December 15, 1997.  
Earlier application is not permitted. The Company does not expect the adoption  
of SFAS No. 128 to have a material impact on the financial position or results  
of operations of the Company.                                                   

2.  INVENTORIES                                                                 

Inventories consisted of the following at May 31:                     

                                                                [Download Table]

                                                                   1995     1996  
                                                                  -------  -------
                                                                                  
Raw materials.................................................... $ 6,628  $16,840
Work in process..................................................     237    3,165
Finished goods...................................................  11,339   22,378
                                                                  -------  -------
          Total.................................................. $18,204  $42,383
                                                                  =======  =======

3.  PROPERTY AND EQUIPMENT                                                      

   Property and equipment is stated at cost and consists of the following at
May 31:                                                                         

                                                                [Download Table]

                                                                   1995      1996   
                                                                  -------   ------- 
                                                                                    
Land............................................................. $   832   $ 1,679 
Buildings........................................................   6,770     6,970 
Furniture and equipment..........................................   5,055    15,772 
Leasehold improvements...........................................      --     2,616 
                                                                  -------   ------- 
  Sub-total......................................................  12,657    27,037 
Less accumulated depreciation and amortization...................  (2,703)   (5,626)
                                                                  -------   ------- 
          Total.................................................. $ 9,954   $21,411 
                                                                  =======   ======= 

  In March 1996, the Company purchased a 24-acre parcel of land located in
Salt Lake City, Utah for cash of $2,091. The land was subsequently sold to a    
leasing company for cost and the Company entered into a build-to-suit lease     
agreement to construct its headquarters and manufacturing facility on the land. 
The leasing company                                                             

F-10

424B1
84th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 84th

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

will spend approximately $16,900 to complete the project. The lease agreement   
requires the Company to fund any leasehold improvements necessary in excess of  
$5,852. The lease term will be for 16 years and, lease commitments total        
approximately $1,855 per year for the first five years and approximately $24,216
in total obligations thereafter. Construction of this facility has commenced and
is expected to be completed by mid-1997. Included in prepaid expenses and other 
is a deposit in escrow of $2,485 related to the sale of the land by the Company 
and a cash advance to the leasing company which was refunded to the Company in  
June 1996.                                                                      

4.  INTANGIBLE ASSETS                                                           

Intangible assets consist of the following at May 31:                 

                                                                [Download Table]

                                                                   1995      1996   
                                                                  -------   ------- 
                                                                                    
Cost in excess of fair value of net assets acquired.............. $15,085   $26,360 
Patents and trademarks...........................................   2,237     2,371 
Non-compete agreement............................................     500       500 
                                                                  -------   ------- 
                                                                   17,822    29,231 
Less accumulated amortization....................................  (3,370)   (5,448)
                                                                  -------   ------- 
          Total.................................................. $14,452   $23,783 
                                                                  =======   ======= 

  The intangible assets result from business combinations accounted for as
purchases and are stated at cost. Amortization expense was $813 (1994), $1,107  
(1995) and $2,079 (1996).                                                       

5.  LONG-TERM DEBT                                                              

Long-term debt consists of the following at May 31:                   

                                                        [Enlarge/Download Table]

                                                                     1995      1996  
                                                                   --------  --------
                                                                                     
Term note payable to General Electric Credit Corporation ("GECC")                    
  bearing interest at prime plus 1.25%, quarterly principal                          
  payments due through February 1997 of $750, through February                       
  1998 of $1,000, through February 1999 of $1,250 and through                        
  February 2000 of $1,750 (see Note 9)...........................  $ 10,200  $ 18,250
$40,000 revolving line of credit to GECC bearing interest at                         
  prime plus 1%, through January 2000 (see Note 9)...............     9,000    19,700
Note payable to Weider, unsecured, bearing interest at prime plus                    
  1.00%, through January 2000....................................        --    15,000
Note payable to the previous owner of American Body Building in                      
  connection with an earnout agreement, due January 1997, subject                    
  to achieving minimum sales levels (see Note 8).................     2,000     1,000
Mortgage loan, due in monthly installments of $30 including                          
  interest at 7.625% due February 2009...........................     3,164     3,078
Note payable in connection with an earnout agreement from the                        
  acquisition of Nion, payable annually, based upon operating                        
  income as defined (see Note 8).................................        --     5,250
Note payable to the previous owner of Nion, quarterly                                
  installments of $151 plus interest at 8% through September 1998                    
  (see Note 8)...................................................        --     1,209
Other............................................................       724       820
                                                                   --------  --------
     Total.......................................................    25,088    64,307
Less current portion.............................................     2,709     9,032
                                                                   --------  --------
     Long-term portion...........................................  $ 22,379  $ 55,275
                                                                    =======   =======

F-11

424B1
85th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 85th

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

   As of May 31, 1996, future payments of long-term debt are due as follows:
$9,031 (1997), $6,343 (1998), $5,607 (1999), $5,359 (2000), $34,810 (2001) and  
$3,157 thereafter.                                                              

The notes payable to GECC are secured by all of the real and personal 
property of Weider and the common stock of the Company. In addition, the notes  
contain certain covenants, which, among other things, require Weider (i) to     
maintain specified financial ratios and levels, as defined, and (ii) to restrict
additional indebtedness, liens, investments and guarantees; limit payments for  
dividends, stock repurchases and distributions; limit capital expenditures; and 
restrict transactions with affiliates. At May 31, 1996, Weider was in compliance
with these covenants.                                                           

    On September 26, 1996, the Company converted $15,000 of the $18,747 Due to
Weider balance to a note payable. Since the Company intended to refinance a     
portion of the Due to Weider balance as of May 31, 1996 with long-term debt and 
since this note has been executed, $15,000 of the balance has been classified as
long-term debt.                                                                 

6. INCOME TAXES                                                                 

  The components of income tax expense were as follows for the years ended
May 31:                                                                         

                                                                [Download Table]

                                                          1994     1995     1996   
                                                         ------   ------   ------- 
                                                                                   
Current................................................. $2,974   $5,177   $11,757 
Deferred................................................   (129)    (911)   (1,550)
                                                         ------   ------   ------- 
          Total......................................... $2,845   $4,266   $10,207 
                                                         ======   ======   ======= 

The provision for income taxes differs from a calculated income tax at
federal statutory rates as follows:                                             

                                                                [Download Table]

                                                          1994     1995      1996  
                                                         -------  -------  --------
                                                                                   
Computed federal income tax expense at the statutory                               
  rate of 35%........................................... $ 2,442  $ 3,625  $  8,810
Amortization of costs in excess of fair value of net                               
  assets acquired.......................................     133      133       133
Meals and entertainment.................................       8       25        31
State income taxes......................................     228      463     1,221
Other...................................................      34       20        12
                                                          ------   ------   -------
          Total......................................... $ 2,845  $ 4,266  $ 10,207
                                                          ======   ======   =======

F-12

424B1
86th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 86th

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

    Deferred income tax assets are included in the balance sheets, as follows:

                                                        [Enlarge/Download Table]

                                                     1995                   1996         
                                             ---------------------  ---------------------
                                             CURRENT     LONG-TERM  CURRENT     LONG-TERM
                                             -------     ---------  -------     ---------
                                                                                         
ASSETS:                                                                                  
  Accounts receivable allowances............ $  351        $  --    $  539        $  --  
  Deferred compensation.....................     --          284        --          369  
  Accrued vacation and bonuses..............     71           --       112           --  
  Capitalization of inventory costs.........    364           --       845           --  
  Options and units.........................     --           71        --          272  
  State taxes...............................    239           --       727           --  
  Non-compete agreement.....................     --           39        --           66  
  Basis difference in acquired companies....     --          123        --          118  
  Inventory allowance.......................    408           --       481           --  
                                             ------         ----    ------         ----  
     Total..................................  1,433          517     2,704          825  
                                             ------         ----    ------         ----  
LIABILITIES:                                                                             
  Amortization of intangibles...............     --          103        --          105  
  Loss on sale of fixed assets..............     --          143        --          147  
  Depreciation..............................     --           46        --           69  
                                             ------         ----    ------         ----  
     Total..................................     --          292        --          321  
                                             ------         ----    ------         ----  
  Deferred income taxes, net................ $1,433        $ 225    $2,704        $ 504  
                                             ======         ====    ======         ====  

7.  COMMITMENTS AND CONTINGENCIES                                               

LEASES -- The Company leases warehouse and office facilities,         
transportation equipment and other equipment under several operating lease      
agreements expiring through 2000. As of May 31, 1996, future minimum payments of
$3,254 under the noncancelable operating leases are due as follows: $1,403      
(1997), $1,095 (1998), $609 (1999), and $147 (2000). Rental expense charged to  
operations amounted to $612 (1994), $629 (1995), and $1,610 (1996).             

   OPTIONS AND UNITS -- The Company has awarded performance units to certain
key employees at base values (exercise prices) per unit equal to the book value 
per share of the Company at the specified award date. The units vest ratably    
over a ten-year period from the award date except that vesting may be           
accelerated for certain defined events. The Company shall convert the units to  
cash or stock at the option of the holder at fair market value less base value  
in the case of certain defined events, including a merger, sale of stock, sale  
of all assets or public offering, or equal to book value less base value, on the
date of a voluntary termination. The following table sets forth performance     
units awarded as of May 31, 1995 and 1996:                                      

                                                        [Enlarge/Download Table]

                                                NUMBER OF UNITS       PRICE PER UNIT   
                                              -------------------  --------------------
                                              AWARDED      VESTED    BASE        BOOK  
                                              -------      ------  --------    --------
                                                                                       
MAY 31, 1995:                                                                          
  Year of grant:                                                                       
     1991....................................  37.60        17.60  $ 13,406    $ 23,268
     1994....................................  24.00         2.40    19,200      23,268
MAY 31, 1996:                                                                          
  Year of grant:                                                                       
     1991....................................  37.60        20.93    13,406      39,331
     1994....................................  24.00         4.80    19,200      32,909
     1996....................................   6.00          .60    23,663      32,909

F-13

424B1
87th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 87th

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

     The Company recorded compensation expense of $183 (1995) and $500 (1996) in
connection with these units.                                                    

  LITIGATION -- The Company was involved as a defendant in a lawsuit which
alleged unfair competition, false advertising and trademark infringement in     
connection with the marketing and distribution by the Company of the product    
METAFORM. In September 1996, this lawsuit was settled with no expense to the    
Company.                                                                        

OTHER LITIGATION -- The Company is involved in various other claims,  
potential unasserted claims and legal actions arising in the ordinary course of 
business. In the opinion of management, based in part on discussions with legal 
counsel, the ultimate outcome of these matters will not have a material adverse 
effect on the Company's financial position or results of operations.            

ROYALTIES -- In conjunction with certain acquisitions, the Company has
entered into agreements which require royalty payments on the sales of specific 
products as follows:                                                            

                                                                [Download Table]

            ROYALTY                      PRODUCT/BRAND             EXPIRATION  
-------------------------------  ------------------------------  --------------
                                                                               
2% net sales                     Certain Exceed brand products   December 1998 
5% net sales                     Specific Schiff brand products  July 1997     
4% net sales                     Specific Weider products        June 2000     
2% net sales on first            All bar products                October 2005  
$20,000 3% net sales thereafter                                                

   Royalties paid were approximately $96 (1994), $97 (1995) and $504 (1996).

Additionally, the Company entered into a sublicense agreement dated   
December 1, 1996 whereby the Company obtained the exclusive right to use the    
Weider name and trademarks in certain countries throughout the world. Under the 
agreement the Company is required to make annual royalty payments to a company  
owned by a trust of which the family members of a director of the Company are   
included among the beneficiaries. The royalty payments are to commence on       
December 1, 1998 on sales of the Company's brands in existence on December 1,   
1996 in countries covered by the agreement. The royalty payments are to be equal
to 4% of sales to $33.0 million, 3.5% of sales from $33.0 million to $66.0      
million, 3.0% of sales from $66.0 million to $100.0 million and 2.5% of sales   
over $100.0 million. The royalty payments include a buyout option with a        
purchase price equal to the greater of $7.0 million or 6.5 times the aggregate  
royalties paid by the Company in the fiscal year immediately preceding the date 
of the exercise of the option.                                                  

ADVERTISING AGREEMENTS -- The Company and Weider Publications, Inc., a
subsidiary of Weider, are parties to an advertising agreement whereby the       
Company is obligated to purchase a minimum number of advertising pages, as      
determined monthly, in each of the publications of the subsidiary of Weider at a
price determined annually which is below that charged to unaffiliated third     
party advertisers. This agreement has a ten year term and is subject to         
termination by either party if certain specified events occur, including a      
change of control of Weider or an initial public offering of the subsidiary of  
Weider. Total amounts paid to the subsidiary of Weider in the past for          
advertising were $699,000, $807,000 and $1,202,000 for each of the years in the 
three-year period ended May 31, 1996, respectively, and $1,229,000 for the nine 
months ended February 28, 1997.                                                 

    RETIREMENT PLAN -- The Company sponsors a contributory 401(k) savings plan
covering all employees who have met minimum age and service requirements.       
Contributions to this plan were approximately $68, $90 and $112 for the years   
ended May 31, 1994, 1995 and 1996, respectively, and were included in general   
and administrative expenses.                                                    

8.  ACQUISITIONS                                                                

  In December 1993, the Company acquired the Excel brand name with certain
associated assets for cash of $1,175 and notes of $3,400 (consisting of         
potential earnout payments of which $1,226 has been paid and the                

F-14

424B1
88th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 88th

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

remaining potential payments of $2,174 are not recorded in the Company's        
liabilities because the payment of such obligations is uncertain; if such       
additional earnout payments become required, a corresponding increase in        
goodwill will be recorded). The Company accounted for this acquisition as a     
purchase and recognized intangible assets of $2,564 amortized primarily over 15 
years.                                                                          

Also in December 1993, the Company acquired the Exceed brand name and 
associated inventory for cash of $700 and assumed certain liabilities of $203.  
The Company accounted for the acquisition as a purchase and recognized          
intangible assets of $853 amortized primarily over 15 years.                    

In January 1995, the Company acquired certain assets of American Body 
Building Products, Inc. and two other related companies for cash of $8,620, a   
note of $2,000 which is related to potential earn out payments (see Note 5) and 
the assumption of certain liabilities. The Company accounted for this           
acquisition as a purchase and recognized goodwill of $8,788, which is being     
amortized over 15 years. American Body Building Products, Inc. manufactures and 
distributes energy drinks and nutrition bars.                                   

In June 1995, the Company acquired the assets of National Institute of
Nutrition, Inc. (dba Nion Laboratories) ("Nion") for cash of $8,190, notes of   
$7,063 (including $5,250 relating to potential earnout payments) (see Note 5)   
and the assumption of certain liabilities. The Company accounted for this       
acquisition as a purchase and recognized goodwill of $8,149, which is being     
amortized over 15 years. Nion manufactures and distributes nutritional          
supplements in capsule and tablet form.                                         

   In October 1995, the Company acquired certain assets of a company ("ANB")
for the forgiveness of a note receivable of $850 and the assumption of certain  
liabilities. The Company accounted for this acquisition as a purchase and       
recognized goodwill of $3,126, which is being amortized over 15 years. The      
acquired facility manufactures and distributes nutritional bars.                

    In January 1996, the Company purchased net assets with a recorded value of
$49 and rights to use the Weider name in England, Ireland and with certain      
customer accounts in Austria, France and Switzerland for $557 from a commonly   
controlled entity. The Company incurred liabilities of $250 to the benefit of   
the commonly controlled entity. As a result, $758 is included in distribution to
Weider for the purchase of such assets. The purchase of these assets was        
accounted for at the historical cost of $49 in the records of the Company and   
the results of operations have been included since January 1, 1996. Included in 
distributions to Weider is an additional $900 paid for the rights to use the    
Weider name in the European countries not included above.                       

Effective September 1996, the Company acquired certain assets and     
international distribution rights from a related party in Canada for $4,000. Of 
the $4,000 purchase price, $3,000 was paid in cash and $1,000 was in the form of
an earnout to be paid $40 per month for 25 months.                              

Effective September 1, 1996, the Company acquired trademarks and      
nutritional supplement operations providing distribution capabilities in        
primarily Spain and Portugal for a total purchase price of $3,350. Of the       
$3,350, $500 was paid for certain assets in Spain, $200 was paid as             
consideration for a covenant not to compete from the seller, $300 was paid as a 
condition to closing, $500 is to be paid on each of the first and second        
anniversaries of the closing and $1,350 was paid for certain trademarks.        

   Effective January 1, 1997, the Company acquired the net assets of Science
Foods, Inc., a competing sports nutrition beverage manufacturer, for $3,900 in  
cash plus the assumption of $700 in debt.                                       

    The pro forma results of operations of the Company for the years ended May
31, 1995 and 1996 (assuming the Nion and ANB acquisitions had occurred on June  
1, 1994) are as follows:                                                        

                                                        [Enlarge/Download Table]

                                                                           1995     1996  
                                                                          -------  -------
                                                                                          
Revenues................................................................. 119,339  189,518
Net income...............................................................   1,783   14,108

F-15

424B1
89th Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 89th

WEIDER NUTRITION INTERNATIONAL, INC. AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 

9.  RELATED PARTY TRANSACTIONS                                                  

    Effective June 1, 1994, the Company sold common stock representing 16 1/3%
ownership interest primarily to related parties. As consideration for the common
stock, the Company received from these parties certain equity and debt          
instruments. Concurrent with the sale, the Company declared and paid a dividend 
of that consideration to Weider. The Company recorded these transactions at the 
net book value of the common shares exchanged ($4,480) and recognized no gain.  

Payments to reimburse Weider for Company expenses (including primarily
insurance, endorsements, retirement benefits, interest and royalties) are       
summarized as follows for the years ended May 31:                               

                                                                [Download Table]

                                                    1994       1995       1996 
                                                   ------     ------     ------
                                                                               
Operating expense................................  $1,896     $1,483     $2,044
Interest, net....................................     218        897      3,327
Other............................................     250        250        250
                                                   ------     ------     ------
                                                   $2,364     $2,630     $5,621
                                                   ======     ======     ======

    The payable to Weider is due on demand and bears interest at the same rate
as the revolving loans payable to GECC (see Note 5). Interest is payable        
monthly. Included in net interest above is interest paid to Weider for both the 
payable to Weider and to reimburse Weider for interest paid to GECC on behalf of
the Company. Additionally, included in long-term debt is a note payable to      
Weider of $15,000 at May 31, 1996 (see Note 5).                                 

The notes payable to GECC are administered by Weider. Weider is the   
principal guarantor and the Company is the principal borrower. Weider charges   
the Company interest on the notes payable to GECC at prime plus 1% (revolving   
line of credit) and prime plus 1.25% (term note), which includes a service      
charge for arranging the borrowing and servicing the debt due primarily to lower
contracted rates on the notes payable to GECC of LIBOR plus 2.25% and LIBOR plus
2.50%. The service charge amounted to $113,000 and $378,000 for the years ended 
May 31, 1995 and 1996. The service charge was discontinued by Weider as of March
1, 1997.                                                                        

  Included in deposits and other assets are loans to officers in principal
amount of $200 at May 31, 1995 and 1996.                                        

F-16

424B1
Last Page of 90
TOC
1st
Previous
Next
↓Bottom
Just 90th

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY      
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, 
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS 
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER OR MANAGER. THIS       
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO   
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH JURISDICTION. NEITHER THE     
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY        
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS 
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN   
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.                                     
------------------

TABLE OF CONTENTS 

                                                                [Download Table]

                                        PAGE
                                        ----
                                            
Prospectus Summary....................    3 
Risk Factors..........................    7 
Use of Proceeds.......................   14 
Dividend Policy.......................   14 
Dilution..............................   15 
Capitalization........................   16 
The Company...........................   17 
Selected Financial Data...............   18 
Management's Discussion and Analysis        
  of Financial Condition and Results        
  of Operations.......................   19 
Business..............................   29 
Management............................   46 
Principal Stockholders................   57 
Certain Relationships and Related           
  Party Transactions..................   58 
Description of Capital Stock..........   63 
Shares Eligible for Future Sale.......   65 
Certain United States Federal Tax           
  Consequences to Non-United States         
  Holders.............................   66 
Underwriting..........................   69 
Notice to Canadian Residents..........   72 
Legal Matters.........................   73 
Experts...............................   73 
Available Information.................   73 
Index to Consolidated Financial             
  Statements..........................  F-1 

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

UNTIL MAY 25, 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS 
EFFECTING TRANSACTIONS IN THE CLASS A COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN       
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS    
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.      

=============================================================================== 

 [WEIDER LOGO]

  5,600,000 Shares

Class A Common Stock
PROSPECTUS
CREDIT SUISSE FIRST BOSTON

SALOMON BROTHERS INC

ADAMS, HARKNESS & HILL, INC.

HAMBRECHT & QUIST 
------------------------------------------------------------------------------- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B1’ Filing		Date		First		Last			Other Filings
		5/31/02		55		59			10-K
		12/31/00		54
		8/15/00		61
		5/31/00		55					10-K,  10-K/A
		12/1/98		59		87
		12/31/97		67
		12/15/97		28		83
		10/31/97		55		61
		6/15/97		14
		6/1/97		14
		5/25/97		90
		5/6/97		1
Filed on:		5/1/97
		4/30/97		1		69			3/A
		4/29/97		65
		3/25/97		8
		3/18/97		11		43
		3/1/97		14		89
		2/28/97		6		87
		2/27/97		44
		2/3/97		44
		1/13/97		61
		1/1/97		17		88
		12/31/96		48		61
		12/1/96		59		87
		11/7/96		8
		9/26/96		75		85
		9/1/96		17		88
		7/10/96		75
		6/1/96		21		83
		5/31/96		4		89
		4/10/96		9
		2/28/96		7		82
		1/1/96		24		88
		12/15/95		27		83
		10/16/95		24
		9/1/95		48
		6/1/95		24
		5/31/95		18		89
		3/20/95		44
		1/4/95		27
		1/1/95		17		43
		8/15/94		60
		6/1/94		55		89
		5/31/94		18		87
		12/14/93		25
		12/1/93		25
		6/1/93		78
		5/31/93		18
		5/31/92		18		59
									List all Filings