EXHIBIT 99.4
FORM OF LETTER TO CLIENTS
HERBALIFE INTERNATIONAL, INC.
LETTER TO CLIENTS
FOR
TENDER OF ALL OUTSTANDING
11 3/4% SERIES A SENIOR SUBORDINATED NOTES DUE 2010
IN EXCHANGE FOR
11 3/4% SERIES B SENIOR SUBORDINATED NOTES DUE 2010
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON --, 2002,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS IN THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
To Our Clients:
We are enclosing a prospectus, dated --, 2002, of Herbalife International,
Inc., a Nevada corporation, and a related Letter of Transmittal (which together
constitute the "exchange offer") relating to the offer by Herbalife to exchange
its 11 3/4% Senior Subordinated Notes due 2010 (the "Series A Notes") for a like
principal amount of Herbalife's issued and outstanding 11 3/4% Senior
Subordinated Notes due 2010 (the "Series B Notes") which have been registered
under the Securities Act of 1933, as amended, upon the terms and subject to the
conditions set forth in the exchange offer.
The exchange offer is not conditioned upon any minimum number of Series B
Notes being tendered.
We are the holder of record of Series A Notes held by us for your account.
A tender of such Series A Notes can be made only by us as the record holder and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender Series A Notes held by
us for your account.
We request instructions as to whether you wish to tender any or all of the
Series A Notes held by us for your account pursuant to the terms and conditions
of the exchange offer. We also request that you confirm that we may on your
behalf make the representations and warranties contained in the Letter of
Transmittal.
PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME
TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
INSTRUCTIONS TO REGISTERED HOLDER AND/OR BOOK
ENTRY TRANSFER PARTICIPANT
To Registered Holder and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the prospectus dated
-- , 2002 of Herbalife International, Inc., a Nevada corporation, and the
accompanying Letter of Transmittal, that together constitute the offer of
Herbalife (the "exchange offer") to exchange Herbalife's 11 3/4% Series A Senior
Subordinated Notes due 2010 (the "Series A Notes") for a like principal amount
of Herbalife's issued and outstanding 11 3/4% Series B Senior Subordinated Notes
due 2010 (the "Series B Notes") which have been registered under the Securities
Act of 1933, as amended. Certain terms used but not defined herein have the
meanings ascribed to them in the prospectus.
This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
exchange offer with respect to the Series A Notes held by you for the account of
the undersigned.
The aggregate face amount of Series A Notes held by you for the account of
the undersigned is (fill in amount):
$ of the 11 3/4% Series A Senior Subordinated Notes due 2010.
With respect to the exchange offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To tender the following Series A Notes held by you for the account
of the undersigned (insert principal amount of Series A Notes to be
tendered) (if any): $ .
[ ] not to tender any Series A Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Series A Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that:
- the Series B Notes acquired in exchange for Series A Notes pursuant to
the exchange offer are being acquired in the ordinary course of business
of the person receiving such Series B Notes, whether or not the
undersigned;
- the undersigned is not participating in, and has no arrangement with any
person to participate in, the distribution of Series B Notes within the
meaning of the Securities Act; and
- neither the undersigned nor any such other person is an "affiliate"
(within the meaning of Rule 405 under the Securities Act) of Herbalife or
a broker-dealer tendering Series A Notes acquired directly from
Herbalife.
If the undersigned is a broker-dealer that will receive Series B Notes for
its own account in exchange for Series A Notes, it acknowledges that it will
deliver a prospectus in connection with any resale of such Series B Notes.
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SIGN HERE
Name(s) of beneficial owner(s):
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Signature(s):
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Name(s):
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(PLEASE PRINT)
Address(es):
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Telephone Number(s):
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Taxpayer Identification or Social Security Number(s):
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Date:
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