UNITED STATES

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

~~PURSUANT~~Date TOof ~~SECTION~~Report 13(Date orof ~~15(d~~earliest event reported) October OF1, ~~THE~~ 2004

~~SECURITIES~~Herbalife ~~EXCHANGE ACT OF 1934~~ International Inc.

~~Date of report~~ (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~July~~in ~~31,~~its ~~2002~~ charter)

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.)

Nevada		0-15712		22-2695420
(State or Other Jurisdictionof Incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Registrant’s~~o Soliciting ~~telephone~~material ~~number,~~pursuant ~~including~~to ~~area~~Rule ~~code:~~14a-12 under the Exchange Act (~~310)~~17 CFR ~~410~~240.14a-~~9600~~ 12)

~~N/A~~o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~(Former~~o Pre-commencement ~~Name~~communications orpursuant ~~Former~~to ~~Address,~~Rule if13e-4(c) ~~Changed~~under ~~Since~~the ~~Last~~Exchange Act ~~Report)~~(17 CFR 240.13e-4(c))

Item 18. ~~Changes~~01 inOther ~~Control of the Registrant~~Events.

~~(a)~~ On ~~July~~October 311, ~~2002~~2004, WHthe ~~Acquisition~~Registrant ~~Corp.,~~issued a ~~Nevada~~press ~~corporation~~release ~~(“WH~~announcing the ~~Acquisition”)~~filing ~~and~~of a ~~wholly-owned~~registration ~~subsidiary~~statement ofon WHForm ~~Holdings (Cayman~~S-1 ~~Islands)~~for ~~Ltd.,~~ a ~~Cayman~~proposed ~~Islands~~initial public ~~company~~offering ~~(“WH Holdings”) merged with and into the Registrant pursuant to the Agreement and Plan of Merger (the “Merger”), dated as of April 10, 2002,~~ by ~~and among~~ WH Holdings, ~~WH Acquisition and the Registrant~~ (~~the~~Cayman ~~“Merger Agreement”~~Islands) Ltd. ~~As a result~~ of ~~this~~up ~~transaction,~~to ~~effective~~$345 ~~July~~million ~~31, 2002 the Registrant became a wholly-owned subsidiary~~ of WHnewly issued ~~Holdings.~~common shares.

~~Pursuant to the Merger Agreement, each share of Class~~ A ~~and~~copy ~~Class B Common Stock~~ of the Registrant,'s ~~issued~~press ~~and~~release ~~outstanding,~~is ~~was~~attached ~~converted~~hereto ~~into~~as ~~a right to receive $19.50 in~~Exhibit ~~cash~~99. Furthermore, each option to purchase shares of Class A and Class B Common Stock of the Registrant outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was canceled and each holder of such option is entitled to receive a cash payment equal to the product of (1~~) the excess of $19~~.~~50 over the option exercise price multiplied by (2) the total number of shares subject to the option, less any applicable withholding taxes.~~

The ~~aggregate~~information ~~merger~~contained ~~consideration~~in ~~(including~~this ~~the~~report ~~payments~~shall tonot ~~the~~be ~~option~~deemed holders) was approximately $682 million. This amount and the related fees and expenses of the transaction were funded from (i) borrowings of $180 million under a $205 million senior credit facility provided by UBS AG, Stamford Branch (“~~UBS~~filed”~~), (ii) net proceeds of $24 million from the sale by WH~~ ~~Holdings~~for ofpurposes ~~$38 million aggregate principal amount~~ of ~~15.5%~~Section ~~senior~~18 ~~notes due July 2011 ($14 million~~ of the ~~$38~~Securities ~~million~~Exchange ofAct ~~proceeds were used to fund expenses related to the issuance~~ of ~~the~~1934, ~~senior~~as ~~notes and pre-fund 2½ years of interest on the~~amended ~~senior notes),~~ (~~iii) gross proceeds of approximately $163 million from~~ the ~~sale~~Exchange byAct), WHor ~~Acquisition~~incorporated ~~(which obligations were assumed~~ by ~~the~~reference ~~Registrant~~in ~~upon~~any ~~the~~filing ~~consummation~~under of the ~~Merger) of $165 million aggregate principal amount of 11.75% senior~~ ~~subordinated~~Securities ~~notes~~Act ~~due July 2010 (which were issued at 98.716%~~ of ~~par)~~1933, ~~(iv)~~as ~~approximately~~amended, ~~$214 million~~or ~~of cash balances of~~ the ~~Registrant~~Exchange ~~and~~Act, ~~(v)~~except ~~proceeds~~as ofshall ~~$176~~be expressly ~~million~~set ~~from~~forth ~~the equity offering~~ by WHspecific ~~Holdings~~reference in ~~which~~such ~~certain~~a ~~affiliates of each of Whitney & Co~~filing.~~, LLC and Golden Gate Private Equity, Inc. and certain members of the Registrant’s senior management and distributor organization participated.~~

~~The~~Item senior credit facility consists of a five-year senior secured revolving credit facility and a six-year senior secured term loan facility, and will bear interest at fluctuating rates based on UBS’ base rate or, at the option of the borrower, the London Interbank Offer Rate plus, in each case, an additional margin9. ~~The senior credit facility is guaranteed by WH Holdings and certain subsidiaries, including certain subsidiaries of the Registrant~~01. InFinancial ~~addition~~Statements, ~~the~~Pro ~~senior~~Forma ~~credit~~Financial ~~facility~~Information ~~is secured by first priority pledges of (i) all of the stock of the Registrant~~ and each of WH Holdings’ direct and indirect subsidiaries, other than certain foreign subsidiaries of the Registrant, (ii) 65% of the equity interests of certain foreign subsidiaries of the Registrant and (iii) security interests in and liens on all accounts receivable, inventory and other property and assets of WH Holdings and certain subsidiaries, including certain subsidiaries of the RegistrantExhibits.

~~The senior subordinated notes are~~(a) ~~guaranteed~~Financial onStatements ~~a senior subordinated basis by certain subsidiaries~~ of WHBusinesses ~~Holdings, including the Registrant and certain subsidiaries of the Registrant~~Acquired. None.

2(b) Pro Forma Financial Information. None.

~~As a result of the Merger, the Registrant’s Class A and Class B Common Stock~~(c) ~~will no longer be traded on the Nasdaq stock exchange, or any other securities exchange, and the Registrant will become a privately owned company~~Exhibits.

99.1 Press release issued by WH Holdings (bCayman Islands) ~~Not~~Ltd. ~~applicable~~and Herbalife International Inc. on October 1, 2004.

~~Item 5. Other Events.~~ 2

~~On July 31, 2002, the Registrant issued a press release announcing the completion of the Merger transaction. A copy of the press release is attached hereto as Exhibit 99.1.~~ SIGNATURES

3Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 7. Financial Statements, Pro Forma and Exhibits.

			HERBALIFE INTERNATIONAL INC.



Date: October 4, 2004			/s/ BRETT R. CHAPMAN
			Brett R. Chapman
			General Counsel

~~(c) Exhibits~~3

Exhibit No.		Description
99.1		Press Release issued July 31, 2002.

EXHIBIT INDEX

Exhibit Number		Description

99.1		Press release issued by WH Holdings (Cayman Islands) Ltd. and Herbalife International Inc. on October 1, 2004.

~~SIGNATURE~~ 4

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.

Date: July 31, 2002

By: /s/ DOUGLAS G. SAGES

Name: Douglas G. Sages

Title: Executive Vice President,

Chief Administrative Officer and

Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release issued July 31, 2002.

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