~~EXHIBIT~~SECURITIES ~~NUMBER~~AND ~~DOCUMENT~~EXCHANGE DESCRIPTION ------ -------------------- 4 Rights Agreement, dated as of July 27, 2000, between the Company and U. S. Stock Transfer Corporation, which includes the form of Certificate of Designations of Series A Junior Participating Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C. Pursuant to the Rights Agreement, printed Right Certificates will not be mailed until the earlier to occur of (i) ten (10) days following a public announcement that a person or group of affiliated or associated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the Common Shares or 15% or more of the Class A Common Stock or (ii) ten (10) business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the Common Shares or 15% or more of the Class A Common Stock) following the commencement or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the Common Shares or 15% or more of the Class A Common Stock. 20 Press Release dated July 28, 2000.COMMISSION

Washington, D.C. 20549

FORM 8–K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 11, 2002

Herbalife International, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada		0-15712		22-2695420
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1800 Century Park East, Los Angeles, CA		90067
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 410-9600

N/A

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

On July 11, 2002, the Registrant issued a press release, attached as Exhibit 99.1 to this Form 8-K, incorporated herein by reference. The press release announced the following events: (a) the Registrant’s anticipated second quarter results for the period ended June 30, 2002; (b) the filing of a Definitive Proxy Statement on Schedule 14A with the Securities and Exchange Commission; and (c) the date of the 2002 Annual Meeting of Stockholders.

Item 7. Financial Statements, Pro Forma and Exhibits.

Exhibit No.		Description

99.1		Press Release issued July 11, 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.

HERBALIFE INTERNATIONAL, INC.

By:		/s/ DOUGLAS G. SAGES
		Douglas G. Sages Executive Vice President, Chief Administrative Officer & Chief Financial Officer

Date: July 12, 2002

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release issued July 11, 2002.

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