SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 5, 1999 (Date of earliest event reported) GENERAL NUTRITION COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 01-19592 04-3056351 (State or other (Commission (I.R.S. Employer jurisdiction of File Identification organization) Number) Number) 300 Sixth Avenue Pittsburgh, PA 15222 (Address of principal executive offices) (Zip Code) (412) 288-4600 (Registrant's telephone number, including area code) 1 Item 2. Acquisition or Disposition of Assets On July 5, 1999, General Nutrition Companies, Inc., a Delaware corporation (the "Company"), Koninklijke Numico N.V., a company organized under the laws of The Netherlands ("Numico"), and Numico Investment Corp., a Delaware corporation and an indirect wholly owned subsidiary of Numico (the "Purchaser"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides for, among other things, (i) the Purchaser to purchase all the outstanding shares of Common Stock, par value $0.01 per share, of the Company at a price per share of $25.00, net to seller in cash, without interest, upon the terms and subject to the conditions of the Offer to Purchase dated as of July 9, 1999, as supplemented from time to time (the "Offer to Purchase") and (ii) the subsequent merger of the Purchaser with and into the Company. The Merger Agreement, the Offer to Purchase and the Company's Schedule 14D-9 related thereto are filed hereto as Exhibits 2.1, 20.1 and 20.2, respectively, and incorporated herein by reference. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENERAL NUTRITION COMPANIES, INC. by: /s/ WILLIAM E. WATTS ------------------------------- Name: William E. Watts Title: President and Chief Executive Officer Date: July 14, 1999 3 Exhibit Index Exhibit No. Exhibit Page No. - ---------------- -------------------------------- -------- 2.1 Agreement and Plan of Merger dated as of July 5, 1999 (incorporated by reference to Exhibit (c)(1) to the Tender Offer Statement on Schedule 14D-1 filed on July 9, 1999 by Numico and the Purchaser). 20.1 Offer to Purchase dated as of July 9, 1999 (incorporated by reference to Exhibit (a)(1) to the Tender Offer Statement on Schedule 14D-1 filed on July 9, 1999 by Numico and the Purchaser). 20.2 Solicitation and Recommendation Statement on Schedule 14D-9 filed on July 9, 1999 by the Company (incorporated by reference herein). 20.3 Text of press release dated July 5, 1999 (incorporated by reference to Exhibit (a)(6) to the Tender Offer Statement on Schedule 14D-1 filed on July 9, 1999 by Numico and the Purchaser). 4 Exhibit No. Exhibit Page No. - ---------------- -------------------------------- -------- 20.4 Text of press release dated July 9, 1999 (incorporated by reference to Exhibit (a)(9) to the Tender Offer Statement on Schedule 14D-1 filed on July 9, 1999 by Numico and the Purchaser). 20.5 Letter to stockholders of the Company dated July 9, 1999 (incorporated by reference to Exhibit (a)(4) to the Company's Solicitation and Recommendation Statement on Schedule 14D-9 filed on July 9, 1999). 5