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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
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[X] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
ADVANCED NUTRACEUTICALS, INC.
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(Name of Registrant as Specified In Its Charter)
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Filer: Advanced Nutraceuticals, Inc.
Pursuant to Rule 14a-12 under the Securities
Exchange Act of 1934
Subject Company: Advanced Nutraceuticals, Inc.
Commission File No. 0-26362
On December 29, 2000, Advanced Nutraceuticals, Inc. issued the following press
release:
ADVANCED NUTRACEUTICALS, INC.
ANNOUNCES SALE OF NUTRITION FOR LIFE INTERNATIONAL, INC.
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HOUSTON, DECEMBER 29, 2000 - ADVANCED NUTRACEUTICALS, INC (NASDAQ NMS:
ANII), announced today that it has signed a definitive agreement to sell its
largest subsidiary, Nutrition For Life International, Inc., and certain of its
subsidiaries, to Everest International, L.L.C., a privately-held entity.
The agreement provides for $5 million in cash at closing subject to a
working capital adjustment and a $5 million note, payable based on a ten-year
amortization with a three-year balloon In addition, Bactolac Pharmaceutical,
Inc. (a subsidiary of ANI) is entering into a product supply agreement with
Nutrition For Life and will receive a $650,000 note due one year and a day from
closing, relating to an inter-company debt. The purchase price may also be
increased up to an additional $750,000, depending upon future operating results
of Nutrition For Life's recently established Japanese subsidiary. The
transaction is subject to approval by Advanced Nutraceuticals' stockholders and
ANI's senior lender and customary closing conditions. Closing is anticipated to
occur during the quarter ended March 31, 2001.
David Bertrand and Jana Mitcham will continue as Nutrition For Life's
President and Executive Vice President, respectively. Former professional
football star Jerry Kramer, who played for Vince Lombardi's Green Bay Packers,
will serve as Chairman. Mr. Kramer was quoted as saying; "I am truly excited
about working with the team at Nutrition For Life. When we combine these two
organizations we see a real winner!"
Mr. Bertrand added, "To me, Jerry Kramer is a legend and a true American
hero, and we are excited about the prospect of working with him and his team.
The talent and resources they bring to the table will help us implement our
aggressive campaign for growth in 2001."
Gregory Pusey, Chairman of Advanced Nutraceuticals, commented, "We are
optimistic about the growth prospects of Nutrition For Life International, Inc.,
under the combined management teams of NFLI and Everest and supported by the
resources available to Everest. We will have a continuing interest in their
success and expect to see dramatic growth with the added leadership of Jerry
Kramer."
Mr. Pusey stated, "Advanced Nutraceuticals intends to continue with its
strategy of acquiring other companies in the nutraceutical and pharmaceutical
industries. Management continues to focus on increasing stockholder value and
expanding opportunities for our recent acquisitions, Bactolac and ASHCO. We
anticipate using the Everest sale proceeds primarily to reduce debt, as well as
to provide working capital."
Advanced Nutraceuticals, Inc. is a holding company that conducts operations
through Nutrition For Life International, Inc., and Bactolac Pharmaceutical,
Inc. Nutrition For Life International, Inc. develops, markets and sells an
extensive product line of nutritional supplements and other consumer products
through its network of independent distributors. Bactolac Pharmaceutical, Inc.
and ASHCO, a division of Bactolac Pharmaceutical, Inc., are manufacturers of
nutraceutical and pharmaceutical products.
FOR ADDITIONAL INFO CALL BARRY LODER AT 713/874-1440 OR GREG PUSEY AT
720/529-3550
INVESTOR NOTICES
This press release includes "forward looking statements" as defined by the
Securities and Exchange Commission (the "SEC"). Such statements are those
concerning the companies' merger plans and expectations for future operations.
All statements, other than statements of historical fact, included in this press
release that address activities, events or developments that the companies
believe or anticipate will or may occur in the future are forward-looking
statements. This includes completion of the proposed sale and other matters.
These statements are based on certain assumptions made based on experience,
expected future developments and other factors ANII believes are appropriate in
the circumstances. Such statements are subject to a number of assumptions,
risks and uncertainties, many of which are beyond the control of the companies.
Investors are cautioned that any such statements are not guarantees of future
performance and that actual results or developments may differ materially from
those projected in the forward-looking statements. Furthermore, ANII does not
intend (and is not obligated) to update publicly any forward-looking statements.
SHAREHOLDERS OF ANII AND OTHER INVESTORS ARE URGED TO READ THE PROXY STATEMENT
IN CONNECTION WITH THE PROPOSED SALE BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION ABOUT ANII, THE SALE, THE PERSONS SOLICITING PROXIES IN THE SALE AND
THEIR INTERESTS IN THE SALE AND RELATED MATTERS. The proxy statement will be
filed with the SEC by ANII. Investors and security holders may obtain a free
copy of the proxy statement (when available) and other documents filed by ANII
with the SEC at the SEC's website at www.sec.gov. The proxy statement may also
be obtained from ANII by directing such request to Advanced Nutraceuticals, Inc.
at 9101 Jameel, Houston, Texas 77040, telephone (713) 460-1976. ANII, its
directors, executive officers and certain members of management and employees
may be considered "participants in the solicitation" of proxies from ANII's
shareholders in connection with the Sale. Information regarding such persons and
a description of their interests in the Sale is contained in ANII's filing with
the SEC under Rule 14a-12 on December 29, 2000.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
ANII, its directors, executive officers and certain members of management
and employees may be considered "participants in the solicitation" of proxies
from ANII's shareholders in connection with the Sale. The participants in such
solicitation may include the directors of ANII: F. Wayne Ballenger, David P.
Bertrand (President and CEO of NFLI), M. F. Florence, Jana Mitcham (Secretary
and Executive Vice President and Secretary of NFLI), Gregory Pusey, Pailla M.
Reddy and Neil M. Sirkin and the following executive officers of ANII and NFLI:
John R. Brown, Jr. (Vice President-Finance and Treasurer), Jeffrey E. McGonegal
(Senior Vice President-Finance). It is expected that Ms. Mitcham and Mr.
Bertrand will continue to serve as officers of NFLI after the Sale and will
become part equity owners in NFLI.