EXHIBIT 99.5
FORM OF LETTER TO REGISTERED HOLDERS & DEPOSITARY TRUST
LETTER TO REGISTERED HOLDERS &
DEPOSITORY TRUST
HERBALIFE INTERNATIONAL, INC.
LETTER TO REGISTERED HOLDERS AND
DEPOSITORY TRUST COMPANY PARTICIPANTS
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WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION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 Registered Holders and Depository Trust Company Participants:
We are enclosing herewith the material listed below relating to the offer
by Herbalife International, Inc. a Nevada corporation, to exchange its 11 3/4%
Series A Senior Subordinate 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 (the "Securities Act"), upon the
terms and subject to the conditions set forth in the prospectus, dated --, 2002,
and the related Letter of Transmittal (which together constitute the "exchange
offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated --, 2002;
2. Letter of Transmittal (together with accompanying Substitute Form
W-9 Guidelines);
3. Notice of Guaranteed Delivery;
4. Letter that may be sent to your clients for whose account you hold
Series A Notes in your name or in the name of your nominee;
5. Letter that may be sent from your clients to you with such
clients' instruction with regard to the exchange offer (included in item 4.
above); and
6. Letter to the holders of Series A Notes.
We urge you to contact your clients promptly. Please note that the exchange
offer will expire on the Expiration Date unless extended. The exchange offer is
not conditioned upon any minimum number of Series A Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Series A Notes will
represent to Herbalife 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 holder;
- the holder 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 holder 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 B Notes acquired directly from Herbalife.
If the holder 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.
The enclosed Letter to Clients contains an authorization by the beneficial
owners of the Series A Notes for you to make the foregoing representations.
Herbalife will not pay any fee or commission to any broker or dealer or to
any other persons (other than the exchange agent) in connection with the
solicitation of tenders of Series B Notes pursuant to the exchange offer.
Herbalife will pay or cause to be paid any transfer taxes payable on the
transfer of Series A Notes to it, except as otherwise provided in Instruction 7
of the enclosed Letter of Transmittal.
Additional copies of the enclosed materials may be obtained from the
exchange agent by calling --.
Very truly yours,
HERBALIFE INTERNATIONAL, INC.
2