UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 6)*
HERBALIFE
LTD.
(Name
of
Issuer)
Common
Shares, par value $0.002 per share
(Title
of
Class of Securities)
G4412G
10 1
(CUSIP
Number)
Kevin
J.
Curley
c/o
J.H.
Whitney & Co.
130
Main
Street
New
Canaan, Connecticut 06840
(203)
716-6100
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
With
a
copy to:
Paul
T.
Schnell, Esq.
Neil
P.
Stronski, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
Four
Times Square
New
York,
New York 10036
(212)
735-3000
March
30,
2007
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(c), 240.13d-1(f) or 240.13d-1(g), check the
following box.
*
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
Item
4. Purpose of Transaction
The
disclosure in Item 4 of the Schedule 13D originally filed on February 2, 2007,
as amended by Amendment No. 1 to the Schedule 13D filed on March 19, 2007,
Amendment No. 2 to the Schedule 13D filed on March 20, 2007, Amendment No.
3 to
the Schedule 13D filed on March 21, 2007, Amendment No. 4 to the Schedule 13D
filed on March 26, 2007 and Amendment No. 5 to the Schedule 13D filed on March
27, 2007 (the "Schedule 13D"), is hereby amended by adding the first and second
paragraphs below as new paragraphs after the sixth paragraph thereof and by
amending and restating the seventh paragraph thereof in its entirety with the
third paragraph below, as follows:
On
March
29, 2007, the Issuer issued a press release announcing that the Special
Committee of the Board of Directors of the Issuer (the "Special Committee")
had
rejected the Buyer's proposal set forth in the Proposal Letter to acquire the
outstanding Common Shares of the Issuer for $38.00 per share in
cash.
In
response to the Special Committee's rejection of Buyer's proposal, on March
30,
2007, Buyer delivered a letter (the "Response Letter") to the Special Committee.
In the Response Letter, Buyer stated that it was surprised and
disappointed that the Special Committee chose not to discuss the Proposal Letter
with Buyer or include the Issuer's distributors in its strategic review process.
Buyer also informed the Special Committee that it was withdrawing the proposal
made in the Proposal Letter as
a result of the Special Committee's rejection of Buyer's proposal and
its unwillingness to discuss the proposal with Buyer or include the
Issuer's distributors in the Special Committee's process,
as
Buyer did not believe that it would be fruitful to continue with the
proposal. As part of the Response Letter, Buyer noted that it would continue
to
monitor developments at the Issuer and reserved the right to reconsider a
possible transaction with the Issuer. In addition, Buyer advised the Special
Committee that it may engage in sales or purchases of Common Shares of the
Issuer, on the open market or otherwise, subject to applicable restrictions
under U.S. securities laws.
The
information set forth in response to this Item 4 does not purport to be complete
and is qualified in its entirety by reference to the Proposal Letter and the
Response Letter, which are incorporated herein by reference.
Item
7. Material to be Filed as Exhibits
The
disclosure in Item 7 of the Schedule 13D is hereby supplemented by adding the
following Exhibit.
Exhibit
AA -
|
Response
Letter from Whitney V, L.P. to the Special Committee of the Board
of
Directors
of
the Issuer, dated March 30,
2007.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated
as
of March 30, 2007
|
WHITNEY
V, L.P.
By:
Whitney Equity Partners V, LLC, its General Partner
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By:
|
/s/
Daniel J. O'Brien
|
|
|
Daniel
J. O'Brien
Managing
Member
|
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WHITNEY
STRATEGIC PARTNERS V, L.P.
By:
Whitney Equity Partners V, LLC, its General Partner
|
|
By:
|
/s/
Daniel J. O'Brien
|
|
|
Daniel
J. O'Brien
Managing
Member
|
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WHITNEY
PRIVATE DEBT FUND, L.P.
By:
Whitney Private Debt GP, L.L.C., its General
Partner
|
|
By:
|
/s/
Daniel J. O'Brien
|
|
|
Daniel
J. O'Brien
Managing
Member
|
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WHITNEY
EQUITY PARTNERS V, LLC
|
|
By:
|
/s/
Daniel J. O'Brien
|
|
|
Daniel
J. O'Brien
Managing
Member
|
|
WHITNEY
PRIVATE DEBT GP, L.L.C.
|
|
By:
|
/s/
Daniel J. O'Brien
|
|
|
Daniel
J. O'Brien
Managing
Member
|
|
PRAIRIE
FIRE CAPITAL, LLC
|
|
By:
|
/s/
Daniel J. O'Brien
|
|
|
Daniel
J. O'Brien
Manager
|
|
/s/
Peter M. Castleman
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PETER
M. CASTLEMAN
|
|
|
|
/s/
Daniel J. O'Brien
|
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DANIEL
J. O'BRIEN
|
|
|
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/s/
Michael R. Stone
|
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MICHAEL
R. STONE
|
|
THE
MICHAEL AND KAREN STONE FAMILY FOUNDATION, INC.
|
|
By:
|
/s/
Michael R. Stone
|
|
|
Michael
R. Stone
Sole
Director and President
|
Exhibit
AA
Whitney
V, L.P.
130
Main
Street
New
Canaan, Connecticut 06840
March
30,
2007
Mr.
Leroy
T. Barnes, Jr., Chairman
Mr.
Peter
Maslen
Ms.
Colombe M. Nicholas
Ms.
Valerio Rico
Herbalife,
Ltd.
c/o
Herbalife International, Ltd.
1800
Century Park East
Los
Angeles, CA 90067
Dear
Special Committee of the Board of Directors:
Whitney
V, L.P. and its affiliates are disappointed to learn that the Special Committee
(the "Committee") has rejected our proposal to acquire all of the outstanding
shares of Herbalife, Ltd. (“the Company”) for a cash purchase price of $38.00
per share. We are surprised and disappointed that the Committee chose not to
discuss the proposal with us or include the Company's distributors in its
strategic review process.
As
the
Company’s largest shareholder, we are committed to maximizing value for all
shareholders. In light of the critical role the Company's distributors have
had
in the Company's success, we believe that to maximize shareholder value the
Committee should include distributors in any strategic review process conducted
by the Committee.
As
a
result of your rejection of our proposal and your unwillingness to discuss
our
proposal or include distributors in your process, we do not believe it would
be
fruitful to continue with our proposal. As such, we hereby withdraw the proposal
contained in our letter of February 2, 2007. We also advise you that, depending
on developments concerning the Company and market conditions, we may engage
in
sales or purchases of shares of the Company, on the open market or otherwise,
from time to time, in order to decrease or increase our stake in the Company,
subject to any applicable restrictions under U.S. securities laws, including,
without limitation, Rule 144 promulgated under the Securities Act of 1933,
as
amended.
We
will
continue to monitor developments at the Company and reserve the right to
reconsider a possible transaction involving the Company. In addition, we advise
you that we may communicate with members of management, distributors, the Board
of Directors, the Committee, shareholders and others concerning the foregoing
or
other matters.
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Very
Truly Yours, |
|
|
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WHITNEY
V, L.P. |
|
By: |
Whitney
Equity Partners V, LLC
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|
|
its
General Partner
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|
|
|
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By:
|
/s/
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Kevin
J. Curley |
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Kevin
J. Curley
|
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Attorney-in-Fact
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