Filed Pursuant to Rule 424(b)(3)
Registration No. 333-115363

PROSPECTUS

$275,000,000
WH HOLDINGS (CAYMAN ISLANDS) LTD.
WH CAPITAL CORPORATION

Indirect Parent of

Exchange Offer for All Outstanding
9¹/2% Notes Due April 1, 2011
(CUSIP Nos. 92926X AA 3 and G96013 AA 8)
For New
9¹/2% Notes Due April 1, 2011
Which Have Been Registered
Under the Securities Act of 1933

This exchange offer will expire at 5:00 p.m., New York City time,
on Wednesday, July 9, 2004, unless extended.

        We are offering to exchange our 9¹/2% Notes Due April 1, 2011 (New Notes) which have been registered under the Securities Act of 1933, as amended, for any and all of our outstanding 9¹/2% Notes Due April 1, 2011 (Outstanding Notes) in the aggregate principal amount of $275,000,000.

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We will exchange all Outstanding Notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.



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You may withdraw tendered Outstanding Notes at any time prior to the expiration of the exchange offer.



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The exchange of Outstanding Notes will not be a taxable exchange for United States federal income tax purposes.



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The terms of the New Notes to be issued are substantially identical to the terms of the Outstanding Notes, except that transfer restrictions, registration rights and liquidated damages provisions relating to the Outstanding Notes do not apply.



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Each broker-dealer that receives securities for its own account pursuant to the exchange offer ("Exchange Securities") must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Outstanding Notes where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. WH Holdings (Cayman Islands) Ltd. and WH Capital Corporation have agreed that, for a period of 180 days after the Expiration Date (as defined herein), they will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."



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We will not receive any proceeds from the exchange offer. We will pay the expenses of the exchange offer.



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There is no existing market for the New Notes to be issued and we do not intend to apply for their listing on any securities exchange.

        See the "Description of Notes" section for more information about the New Notes to be issued in this exchange offer.

        The New Notes involve substantial risks similar to those associated with the Outstanding Notes. See the section entitled "Risk Factors" beginning on page 18 for a discussion of these risks.

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES AND EXCHANGE COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus dated June 9, 2004.

TABLE OF CONTENTS

        You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operation; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "will," "estimate," "intend," "continue," "believe," "expect" or "anticipate" and other similar words.

        Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this prospectus. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in forward-looking statements include, among others, the following:

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our relationships with our distributors;



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regulatory matters governing our products and network marketing system;



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adverse publicity associated with our products or network marketing organization;



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the competitive nature of our business;



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risks associated with operating internationally, including foreign exchange risks;



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product concentration;



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dependence on increased penetration of existing markets;



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product liability claims;



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uncertainties relating to the application of transfer pricing and similar tax regulations;



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taxation relating to our distributors;



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our reliance on outside manufacturers;



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our substantial indebtedness; and



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our ability to generate sufficient cash.

        Additional factors that could cause actual results to differ materially from the forward-looking statements are set forth in this prospectus, including under the headings "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and in our "Prospectus Summary—Summary Historical Consolidated Financial Data" and the related notes. We do not intend, and undertake no obligation, to update any forward-looking statement.

        This exchange offer involves risks. Before you tender your Outstanding Notes in exchange for New Notes, you should carefully consider the matters set forth under the heading "Risk Factors" and all other information contained in this prospectus. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements.

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MARKET DATA

        Market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, and reports by market research firms or other published independent sources. Some data are also based on our good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Although we believe that these sources are reliable, we have not independently verified the information and cannot guarantee its accuracy or completeness.

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PROSPECTUS SUMMARY

        The following summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial statements (including the accompanying notes) appearing elsewhere in this prospectus. Unless otherwise noted, the terms "we," "our," "us," "Company" and "Successor" refer to WH Holdings (Cayman Islands) Ltd. ("Holdings") and its subsidiaries, including WH Capital Corporation ("WH Capital Corp.") and Herbalife International, Inc. and its subsidiaries ("Herbalife") for periods subsequent to Herbalife's acquisition on July 31, 2002, and the terms "we," "us," "our," "Company" and "Predecessor" refer to Herbalife before the acquisition for periods through July 31, 2002. Holdings is a holding company, with substantially all of its assets consisting of the capital stock of its indirect, wholly-owned subsidiary, Herbalife. See "—Corporate Structure." The term "Outstanding Notes" refers to the 9¹/2% Notes due 2011 issued on March 8, 2004. The terms "New Notes" and "Notes" refer to the 9¹/2% Notes due 2011 offered by this prospectus. Unless the context indicates otherwise, "on a pro forma basis" or "pro forma" means after giving effect to the offering of the Notes and the transactions described under "Unaudited Pro Forma Condensed Consolidated Financial Data." "Adjusted EBITDA" is defined in Note 2 to the Summary Historical Consolidated Financial Data included herein. You should carefully consider the information set forth under "Risk Factors." In addition, certain statements are forward-looking statements which involve risks and uncertainties. See "Disclosure Regarding Forward-Looking Statements."

The Exchange Offer

        In contemplation of the consummation of the Transactions described below under "—The Recapitalization of Holdings and Related Transactions," on March 8, 2004, Holdings and Capital completed a private offering of $275,000,000 of the Outstanding Notes. In connection with that offering, Holdings and Capital entered into a registration rights agreement with the initial purchaser of the Outstanding Notes in which they agreed, among other things, to deliver this prospectus and to complete this exchange offer within 195 days of the issue date of the Outstanding Notes. You are entitled to exchange in this exchange offer Outstanding Notes that you hold for New Notes with substantially identical terms. You should read the discussion under the headings "Summary of the Terms of the New Notes" beginning on page 13 and "Description of Notes" beginning on page 110 for further information regarding the New Notes.

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Subject to customary conditions, which we may waive, the exchange offer is not conditioned upon a minimum aggregate principal amount of Outstanding Notes being tendered.



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Our offer to exchange Outstanding Notes for New Notes will be open until 5:00 p.m., New York City time, on Wednesday, July 9, 2004 (the "Expiration Date"), unless we extend the Expiration Date.



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You should also carefully review the information set forth under the heading "The Exchange Offer—Procedures for Tendering Outstanding Notes" beginning on page 32 of this prospectus.



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You may withdraw your tenders of Outstanding Notes at any time prior to the expiration of the exchange offer.



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If you fail to tender your Outstanding Notes, you will continue to hold unregistered securities and your ability to transfer them could be adversely affected.



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The exchange of Outstanding Notes for New Notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

        We believe that the New Notes that will be issued in this exchange offer may be resold by you without compliance with the registration and prospectus delivery provisions of the Securities Act, if you can make the representations in the fifth paragraph under "The Exchange Offer—Exchange Terms" on page 28 below. We cannot guarantee that the Securities Exchange Commission, or SEC, would make a

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similar decision about this exchange offer. If our belief is wrong, or if you cannot truthfully make the representations mentioned above, and you transfer any New Note issued to you in the exchange offer without meeting the registration and prospectus delivery requirements of the Securities Act, or without an exemption from such requirements, you could incur liability under the Securities Act. We are not indemnifying you for any such liability. You should read the discussion under the headings "Summary of the Terms of the Exchange Offer" beginning on page 10 and "The Exchange Offer" beginning on page 28 for further information regarding this exchange offer and resale of the New Notes.

The Company

        Herbalife, founded in 1980, is a worldwide marketer of weight management, inner nutrition and Outer Nutrition® products that support our customers' wellness and healthy lifestyles. We market and sell these products through a global network marketing organization comprised of over one million independent distributors in 58 countries. Throughout our 24-year operating history, the high quality of our products and the effectiveness of our network marketing organization have been the primary drivers of our growth and geographic expansion and have made Herbalife a brand name recognized worldwide. For the year ended December 31, 2003, our net sales and adjusted EBITDA were approximately $1.2 billion and $167.7 million, respectively.

        We are focused on delivering a science-based wellness program and way of life to our distributors and their customers through our product portfolio. Our products seek to appeal to the growing number of consumers who desire to live a healthy lifestyle. We group our products into three categories: weight management, which consists of a full range of meal replacement programs and healthy snacks; inner nutrition, which consists of nutritional supplements; and Outer Nutrition®, which represents personal care products. We currently market a broad range of products as well as literature and promotional materials designed to support our distributors' marketing efforts. Our products are often sold in programs, which are comprised of a series of related products designed to achieve a common wellness or health result, simplify weight management and nutrition for our consumers and maximize our distributors' cross-selling opportunities.

Weight management

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We believe that we have helped millions of people manage their weight safely and effectively for 24 years by providing our customers with numerous weight management products. Among the products we offer are meal replacement products and a variety of healthy snacks designed to provide nutritional support between meals. Our best-selling Formula 1 meal replacement product has been part of our basic weight management program for 24 years and has generated approximately 20% of our net sales over the past three years. For the year ended December 31, 2003, $500.1 million or 43.1% of our net sales were derived from weight management products. For the three months ended March 31, 2004, $142.1 million or 43.8% of our net sales were derived from weight management products.

Inner nutrition

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We market numerous dietary and nutritional supplements designed to meet our customers' specific nutritional needs. Each of these supplements contains high-quality herbs, vitamins, minerals and other natural ingredients and focuses on the specific lifestages and lifestyles of our customers, including females, males, children, the elderly, athletes and others. We offer a wide selection of dietary and nutritional supplements, including basic vitamins and minerals such as vitamin C (and related anti-oxidants) and calcium, as well as herbal supplements. In 2003, we introduced Niteworks™, developed by Nobel Laureate in Medicine, Dr. Louis Ignarro. Niteworks™ supports energy, circulatory and vascular health and enhances blood flow to the heart, brain and other vital organs. For the year ended December 31, 2003, $505.1 million or

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43.6% of our net sales were derived from inner nutrition products. For the three months ended March 31, 2004, $139.3 million or 42.9% of our net sales were derived from inner nutrition products.

Outer Nutrition®

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Our Outer Nutrition® products complement our other products to improve the appearance of our customers' body, skin and hair. These products include soaps and skin cleansers, moisturizers and lotions, shampoos and conditioners and hair styling products. Our Outer Nutrition® products, which provide personal care for the skin and body and preservation of youthful appearance, are designed to make our customers look and feel their best. For the year ended December 31, 2003, $105.7 million or 9.1% of our net sales were derived from Outer Nutrition® products. For the three months ended March 31, 2004, $29.6 million or 9.1% of our net sales were derived from Outer Nutrition® products.

        Our products are distributed through a global network marketing organization comprised of over one million independent distributors in 58 countries, except in China where our sales are regulated to be conducted on a wholesale basis to local retailers. We believe that the direct-selling distribution channel is ideally suited to selling our products, because sales of weight management and inner nutrition products are strengthened by ongoing personal contact between retail consumers and distributors. This personal contact enhances the education of consumers in the weight management and nutrition markets and the motivation of consumers to begin and maintain weight management programs for healthy living. In addition, our distributors use Herbalife's products themselves, providing first-hand testimonial proof of product effectiveness, which serves as a powerful sales tool.

        We provide our distributors attractive and flexible career opportunities through selling our high-quality products. Our distributors have the opportunity to earn income and receive non-financial rewards designed to motivate and recognize individual achievement. As a result, we believe the income opportunity provided by our network marketing system appeals to a broad cross-section of people throughout the world, particularly those seeking to supplement family income, start a home business or pursue non-conventional, full and part-time employment opportunities. Our distributors, who are independent contractors, earn income on their own sales and can also earn royalties and bonuses on sales made by the distributors in their sales organizations. We believe our network marketing system provides an attractive income opportunity relative to other network marketing companies.

        Holdings acquired Herbalife on July 31, 2002, which we refer to herein as the "Acquisition," and was formed by and on behalf of an investment group led by Whitney & Co., LLC ("Whitney") and Golden Gate Private Equity, Inc. ("Golden Gate"), which we refer to herein as the "Equity Sponsors," to consummate the Acquisition.

The Industry

Wellness and personal care markets

        We compete primarily in the wellness industry with our weight management and inner nutrition products and in the personal care industry with our Outer Nutrition® products. According to Euromonitor, these markets are substantial in size, representing an estimated $34.8 billion and $173.0 billion of worldwide sales in 2001, respectively. We believe these markets represent significant business opportunities for us given our focus on high-quality products and our distributors' personal interaction with consumers of our products. According to Euromonitor:

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The global nutrition and well-being market is expected to grow to $38 billion in 2004; and



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The worldwide market for personal care and cosmetic products is expected to grow to $202 billion in 2006.

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        We are capitalizing on demographic trends in our market driving demand for health-related products and increasing the emphasis on healthier lifestyles. The global markets for our products are expected to continue to experience strong growth due to a number of factors, including:

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The aging "baby boom" generation worldwide, which is driving long-term demand for health maintenance products;



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Increasing incidence of obesity and greater awareness of the associated health risks:



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The American Obesity Association reported in 2000 that 64.5% of adults in the U.S. are overweight (127 million people) compared to 46% of adults in 1976. The number of people who are considered obese (60 million people) more than doubled over the same period, from 14.4% to 30.5%;



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According to the World Health Organization, the number of obese adults worldwide has increased from 200 million in 1995 to over 300 million in 2000, an increase of approximately 50%. In addition, the World Health Organization estimates that approximately 1.2 billion people worldwide are overweight; and



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Increasing acceptance of herbal and dietary supplements influenced by increasing scientific evidence and media focus about the efficacy of nutritional supplements:



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The Nutrition Business Journal reported that supplement sales in the U.S. will exceed $20 billion in 2005 compared to just over $12 billion in 1996.

Direct selling

        Direct selling as a distribution channel has proven to be extremely effective for sales of weight management, inner nutrition and Outer Nutrition® products and has exhibited strong historical growth. The World Federation of Direct Selling Associations estimates the following statistics about the direct selling channel:

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Wellness and personal care products represented approximately 44% of total worldwide direct selling sales in 2001;



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The worldwide direct-sales channel exceeded $85 billion of sales in 2002, up from just over $33 billion in 1988, representing a compound annual growth rate of 7%; and



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The global direct-selling sales force grew to 43.8 million in 2001, up from 8.5 million in 1988, representing a compound annual growth rate of over 13%.

Competitive Strengths

        Recognized Brand Name.    Our success is largely due to the strength of the Herbalife brand name, which has been built through consistently offering high-quality products and an attractive income opportunity for our distributors. Our specially-designed formulations and high-quality products, combined with our reputation built over 24 years in the industry, set us apart from the competition and contribute significantly to the recognition of the Herbalife brand name. We believe that our recognized brand name has contributed significantly to our ability to expand our business into new markets and add distributors to our network marketing organization and will enhance our ability to further penetrate our existing markets.

        High-Quality, Established Product Portfolio.    Our underlying initiative is to expand our reputation as a well-respected industry leader committed to providing the highest quality science-based products for our weight management and nutritional programs to support a healthier way of life. We are well positioned to take advantage of current trends concerning worldwide obesity and consumers increasingly turning to nutrition to address weight-related health concerns. In support of this effort, we have formed a Scientific Advisory Board comprised of leading worldwide experts to conduct product research and advise on product concepts. Members of this board include Chairman, David Heber,

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M.D., Ph.D., Director of the UCLA Center for Human Nutrition and Director of the UCLA Center for Dietary Supplement Research in Botanicals, and Nobel Laureate in Medicine, Louis Ignarro, Ph.D., Distinguished Professor of Pharmacology at the UCLA School of Medicine. We recently established the Mark Hughes Cellular and Molecular Nutrition Laboratory at UCLA (the "UCLA Lab") through the donation of equipment and technology. Through the UCLA Lab, we fund diverse research projects that support both product development and marketing. We also have formed a Medical Advisory Board to provide training on product usage and give health-news updates through Herbalife literature, the internet, and live training events around the world. By drawing upon the technical resources of the UCLA Lab and combining its research with the scientific expertise of the Scientific Advisory Board, the educational skills of the Medical Advisory Board and our own research and development group, we will endeavor to enhance Herbalife's reputation as a provider of world class weight management and nutritional products that meet the highest industry standards for quality, safety and efficacy.

        Effective Distribution Channel.    We believe the direct sales model, the method we have used since we began operations in February 1980, is the most attractive and effective way to sell our products. Sales of our products are strengthened by ongoing personal contact between retail consumers and distributors, thereby enhancing the education of consumers in the weight management and nutrition markets. In turn, the motivation of consumers to begin and maintain weight management programs for healthy living is similarly enhanced. We also believe that sales of our weight management and inner nutrition products are strengthened by the first-hand, testimonial proof of product effectiveness provided by many of our distributors, who are consumers of our products themselves. Additionally, our global direct-selling model provides a more effective channel for our products than traditional retailing methods would: it eliminates a high, fixed-cost infrastructure, provides incentives for existing distributors to develop a sales organization of other individuals selling our products, and offers a highly attractive income opportunity to our distributors.

        Product and Market Diversification.    We offer a broad range of products across our three primary product segments. For the fiscal year ended December 31, 2003, 43.1% of our net sales were in weight management products, 43.6% in inner nutrition products, 9.1% in Outer Nutrition® products and the remaining 4.2% in literature and promotional materials. For the three months ended March 31, 2004, 43.8% of our net sales were in weight management products, 42.9% in inner nutrition products, 9.1% in Outer Nutrition® products and the remaining 4.2% in literature and promotional materials. Additionally, the geographic diversity of our markets mitigates our financial exposure to any particular market. For the fiscal year ended December 31, 2003, 36.6% of our net sales were in The Americas, 38.7% in Europe, 14.4% in Asia/Pacific Rim and 10.3% in Japan. For the three months ended March 31, 2004, 34.3% of our net sales were in The Americas, 42.2% in Europe, 14.2% in Asia/Pacific Rim and 9.3% in Japan.

        Scalable and Profitable Business Model.    We believe our business model is attractive due to our significant and sustained profitability and our ability to scale to new market segments and more distributors. We require no company-employed sales force to market and sell our products and our distributor compensation varies directly with sales. Lastly, our distributors bear the majority of our consumer marketing expenses, and supervisors sponsor and coordinate a large share of distributor recruiting and training initiatives.

        Strong Cash Flow Generation in a Leveraged Operating Environment.    Since the Acquisition, we have generated a significant amount of cash flow and reduced our net debt (total debt less cash and cash equivalents). At July 31, 2002, the date of the Acquisition, we had net debt of approximately $289.3 million. At December 31, 2003, we had reduced our net debt to approximately $168.9 million, an aggregate reduction of approximately $120.4 million over seventeen months. We currently expect our business will continue to generate strong cash flow, which we intend to use to service our debt and reduce indebtedness.

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        Experienced Management Team.    Since the Acquisition, we have worked to strengthen our management team with experienced executives focused on making Herbalife the leading weight management and nutrition company worldwide. Since 2002, we have made several important additions to our management team that we believe will strengthen our capabilities in product development, operations and marketing. Our key hires are as follows:

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Michael O. Johnson, Chief Executive Officer. Mr. Johnson became our Chief Executive Officer in April 2003 after spending 17 years with The Walt Disney Company, where he most recently served as President of Walt Disney International, a position he held since 2000, and where he also served as President of Asia Pacific for The Walt Disney Company and President of Buena Vista Home Entertainment.



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Gregory Probert, Chief Operating Officer. Mr. Probert joined Herbalife in August 2003 after serving as President of DMX MUSIC. Mr. Probert joined DMX MUSIC after spending 12 years with The Walt Disney Company, where he most recently served as Executive Vice President and COO of the Buena Vista Home Entertainment worldwide business.



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Henry Burdick, Vice Chairman and head of new product development. Mr. Burdick has been a director since July 31, 2002 and was appointed as our Vice Chairman in June 2003. Mr. Burdick was the co-founder and at various times served as the Chairman, President and CEO of Pharmavite Corporation, the makers of the Nature Made brand of nutritional supplements. In May 1996, following his retirement from Pharmavite, Mr. Burdick invested in a research and development company called Generation Health. He renamed the company Pharmanex, and was Chairman and CEO until it was sold in 1998 to Nu Skin Enterprises, Inc., a NYSE listed company.



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Matthew Wisk, Chief Marketing Officer. Before becoming our Chief Marketing Officer in July 2003, Mr. Wisk served as Vice President of Marketing for Nokia Mobile Phones for North and South America. He also worked for Nokia in Europe, where he directed the activities of hundreds of marketing and sales professionals. Prior to his tenure at Nokia, Mr. Wisk led marketing for NEC's fax business.



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Brett R. Chapman, General Counsel. Prior to joining Herbalife in October 2003, Mr. Chapman spent thirteen years at The Walt Disney Company, most recently as Senior Vice President and Deputy General Counsel, with responsibility for all legal matters relating to Disney's Media Networks Group, including the ABC Television Network, the company's cable properties including The Disney Channel and ESPN, and Disney's radio and internet businesses.

        Our management team also draws significant support from our many veteran members, including William D. Lowe (joined in 1998), our Senior Vice President, Principal Financial and Accounting Officer; Carol Hannah (joined in 1984), our President of Distributor Communications and Support and former Co-President; and Brian L. Kane (joined in 1993), our President of Herbalife's European region and former Co-President.

        In addition, we recently extended an offer to Richard Goudis to serve as our new Chief Financial Officer for a three-year term commencing on June 14, 2004, which Mr. Goudis accepted on June 1, 2004.

Business Strategy

        Our business strategy is comprised of the following principal elements:

        Increase Brand Recognition with Science-based Weight Management and Nutrition Products.    Since the Acquisition, we have significantly increased our emphasis on scientific research in the weight management and nutrition arena and increased our focus on developing products with scientifically demonstrated efficacy. Our underlying initiative is to continue to enhance our reputation as an industry leading and well-respected company committed to scientific research. For example, in 2003, we

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introduced Niteworks™, a cardiovascular enhancement product developed by Dr. Louis Ignarro, a Nobel Laureate in Medicine. In addition, we recently funded and opened the Mark Hughes Lab for Cellular and Molecular Nutrition at UCLA. We have also established our own Scientific Advisory Board, which is committed to advancing the field of nutritional science. We are well positioned to take advantage of current worldwide consumer trends indicating that individuals are turning more and more towards weight management and nutritional products to address weight, fitness and age-related health concerns. We believe our focus on nutritional science will result in meaningful product enhancements and give consumers increased confidence in our products.

        Provide Superior Personal Interaction, Care and Support for Our Customers.    We believe the direct sales model, the method we have used since we began operations in February 1980, is the most attractive and effective way to sell our products in a manner that provides superior personal interaction, care and support for our customers. Sales of our products are strengthened by ongoing personal contact between retail consumers and distributors, thereby enhancing the education of consumers in the weight management and nutrition markets. In turn, the motivation of consumers to begin and maintain weight management programs for healthy living is similarly enhanced. We also believe that sales of our weight management and inner nutrition products are strengthened by the first-hand, testimonial proof of product effectiveness provided by many of our distributors, who are consumers of our products themselves.

        Enhance the Visibility of Herbalife and Consumer Access to Herbalife Products.    Our distributors are the only access point for consumers to purchase Herbalife products. While this distribution strategy is highly effective, we believe that we can assist our distributors in reaching a broader consumer base by increasing the visibility of Herbalife and its products. To accomplish this, we intend to supplement our distributors' selling efforts with Herbalife-sponsored marketing and public relations campaigns designed to generate consumer demand for our products. To allow consumers to access our products more easily, we are exploring implementing new ways for consumers to locate distributors, including internet-based referral systems and other new access points to Herbalife products.

        Increase Market Penetration.    Herbalife has historically grown principally by entering into new markets. Because Herbalife has already succeeded in entering into the most attractive markets for our products and distribution system, an increasingly important part of our strategy for continued growth is to increase the number and range of our products available in existing markets. We believe this will drive sales growth through increased penetration in each of our country markets around the world.

        Increase Distributor Productivity and Retention.    We recognize that in addition to high-quality products and a rewarding distributor compensation plan, the success of our business depends on the support and training of our distributors. We are strengthening our distributor support services by enhancing customer service capabilities at our call centers, offering greater business-building opportunities through the internet, creating new business support initiatives and offering enriched reward recognition programs. To further enhance distributor productivity and improve retention, we are developing new educational training programs aimed at assisting distributors with their sales, marketing and recruiting techniques. Extensive training opportunities enable distributors to not only develop invaluable business-building and leadership skills, but also to become experts in our products and offer customers sound advice on weight management, nutrition and personal care. By placing a top priority on training, we build credibility among our distributors and further establish Herbalife as an industry leader.

        Improve Margins through Expense Management.    During the last two years, we have implemented certain product manufacturing and other sustainable expense reduction initiatives that have already resulted in significant improvements in financial performance. We are focused on realizing savings through cost control of corporate expenses and continued focus on the implementation of the above initiatives. Through these initiatives and our improvement in net sales, we have improved our EBITDA from $86.8 million (8.5% of net sales) in 2001 to $167.7 million (14.5% of net sales) in 2003. We

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believe the combination of reduced product costs and our continued control of corporate spending will enhance profitability and cash flow.

The Recapitalization of Holdings and Related Transactions

        The proceeds of the offering of the Outstanding Notes, together with available cash, was used as a part of a recapitalization of Holdings, which consisted of (i) the redemption of all of Holdings' outstanding 12% Series A Cumulative Convertible Preferred Shares, which we refer to herein as the "Preferred Shares," including shares issued upon the exercise of warrants to purchase the Preferred Shares, which we refer to herein as the "Warrants;" (ii) the purchase of all of Holdings' outstanding 15.5% Senior Notes due 2011, which we refer to herein as the "Senior Notes;" (iii) the reduction of outstanding amounts under Herbalife's senior credit facilities; and (iv) the payment of related fees and expenses (collectively, the "Transactions").

Corporate Structure

        International activities are an important part of our business. In 2003, international sales accounted for approximately 76% of our net sales. Our ultimate parent company is organized in the Cayman Islands, and its immediate subsidiaries are organized either in the Cayman Islands or in Luxembourg in accordance with our foreign holding and operating company structure. We believe that this foreign holding and operating company structure provides us with an effective platform to organize our international business activities and to take advantage of favorable environments to implement our international business, operating and financial strategies.

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        The chart below illustrates our organizational structure after giving effect to the Transactions:

(footnotes on following page)

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(footnotes from preceding page)

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Herbalife's 11³/4% Senior Subordinated Notes due 2010 (the "Herbalife Notes").

(1)

Holdings is a Cayman Islands holding company that has no operations and no material assets other than its direct and indirect ownership interests of all of the outstanding capital stock of each of WH Capital Corp., Herbalife and Herbalife International Luxembourg S.à.R.L. Holdings is a co-obligor of the Outstanding Notes (and will be a co-obligor of the Notes offered hereby) and is a guarantor of Herbalife's senior credit facilities.

(2)

WH Capital Corporation is a wholly-owned subsidiary of Holdings, and was formed to facilitate the offering of the Outstanding Notes. WH Capital Corp. is a co-obligor of the Outstanding Notes (and will be a co-obligor of the Notes offered hereby).

(3)

WH Intermediate Holdings Ltd. is a Cayman Islands holding company that has no operations and no material assets other than its indirect ownership interests of all of the outstanding capital stock of each of Herbalife and Herbalife International Luxembourg S.à.R.L. WH Intermediate Holdings Ltd. is a guarantor of the Herbalife Notes and senior credit facilities.

(4)

WH Luxembourg Holdings S.à.R.L. is a Luxembourg unipersonal limited liability company that has no operations and no material assets other than its indirect ownership interest of all of the outstanding capital stock of Herbalife and its direct ownership of all of the outstanding ownership interests in Herbalife International Luxembourg S.à.R.L. WH Luxembourg Holdings S.à.R.L. is a guarantor of the Herbalife Notes and senior credit facilities.

(5)

WH Luxembourg Intermediate Holdings S.à.R.L. is a holding company that has no operations and no material assets other than its direct ownership interest of all of the outstanding capital stock of Herbalife. WH Luxembourg Intermediate Holdings S.à.R.L. is a guarantor of the Herbalife Notes and senior credit facilities.

(6)

Herbalife International Luxembourg S.à.R.L. performs sourcing, distribution and related supply chain and other operational functions. These activities include contracting with third-party manufacturers worldwide for the development and supply of Herbalife products and the sale of these products to related Herbalife entities (for further distribution) and to unrelated third party distributors (including through Herbalife entities that function as commissionaires in certain European countries and Japan). Herbalife International Luxembourg S.à.R.L. is a guarantor of the Herbalife Notes and senior credit facilities.

(7)

Herbalife International, Inc. is a holding company whose primary assets consist of its ownership interests in our domestic and foreign operating subsidiaries. Herbalife International, Inc.'s subsidiaries consist of Herbalife International of America, Inc., the operating company through which it conducts its domestic operations, and approximately 44 subsidiaries incorporated under the laws of approximately 36 different foreign jurisdictions, through which it conducts its foreign operations, many of which are guarantors of the Herbalife Notes and senior credit facilities. Herbalife International, Inc. is the obligor of the Herbalife Notes and the borrower under its senior credit facilities.

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Summary of the Terms of the Exchange Offer

        The following is a summary of the principal terms of the exchange offer. A more detailed description is contained in the section "The Exchange Offer." The term "Outstanding Notes" refers to our outstanding 9¹/2% Notes due 2011, and the terms "New Notes" and "Notes" refer to our 9¹/2% due 2011. The term "indenture" refers to the indenture that governs both the Outstanding Notes and the New Notes.

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12

13

Summary of the Terms of the Notes

        The terms of the New Notes we are issuing in this exchange offer and the Outstanding Notes are identical in all material respects, except the New Notes offered in the exchange offer:

•

will have been registered under the Securities Act;



•

will not contain transfer restrictions and registration rights that relate to the Outstanding Notes; and



•

will not contain provisions relating to the payment of liquidated damages to be made to the holders of the Outstanding Notes under circumstances related to the timing of the exchange offer.

        A brief description of the material terms of the Notes follows:

14

Federal Income Tax Consequences

        See "United States Federal Income Tax Consequences" starting on page 153 of this prospectus.

Additional Information

        Herbalife's principal executive offices are located at 1800 Century Park East, Los Angeles, California 90067. Herbalife's telephone number is (310) 410-9600.

        The principal executive offices of Holdings and its subsidiaries are located c/o Whitney at 177 Broad Street, Stamford, Connecticut 06901. Their telephone number is (203) 973-1400.

Risk Factors

        This investment involves risks. Before deciding to surrender your Outstanding Notes for New Notes pursuant to this exchange offer, you should carefully consider the matters set forth under the heading "Risk Factors" beginning on page 17 of this prospectus and all other information contained in this prospectus.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth certain of our historical financial data. We have derived the summary historical consolidated financial data as of December 31, 2002 and 2003 and for the year ended December 31, 2001, the seven month period ended July 31, 2002, the five month period ended December 31, 2002, and the year ended December 31, 2003, from our audited financial statements and the related notes included elsewhere in this prospectus. We have derived the summary historical consolidated financial data for the three months ended March 31, 2003 and as of and for the three months ended March 31, 2004 from the unaudited financial statements and related notes included elsewhere in this prospectus. The summary historical financial data set forth below are not necessarily indicative of the results of future operations and should be read in conjunction with our audited consolidated financial statements, the selected consolidated historical financial data and the unaudited financial statements and, in each case, the related notes included elsewhere in this prospectus, the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the historical consolidated financial statements and accompanying notes included elsewhere in this prospectus.

        We present EBITDA and adjusted EBITDA because management believes it provides useful information regarding our ability to service and/or incur debt and that it provides a more comparable measure of our profitability. However, such a measure is not in accordance with GAAP. You should not consider EBITDA in isolation from or as a substitute for net income, cash flows from operating activities and other consolidated income or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity. Adjusted EBITDA is calculated by adding back to EBITDA buy-out transaction expenses and other non-recurring expenses relating to the Acquisition. Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other companies.

        For purposes of the presentation below, the pre-Acquisition and post-Acquisition periods for 2002 have been combined in order to facilitate comparisons. The combined information is not necessarily indicative of what actual results would have been for the year ended December 31, 2002.

(1)

Operating income for the seven months ended July 31, 2002 and the five months ended December 31, 2002 includes pre-tax charges of $54.7 million and $6.2 million, respectively, relating to fees and expenses in connection with the Acquisition and, for the year ended 2003, includes a $5.1 million charge for legal and related costs associated with litigation resulting from the Acquisition.

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(2)

EBITDA represents net income plus minority interest, income taxes, net interest expense and depreciation and amortization. We present EBITDA because management believes it provides useful information regarding our ability to service and/or incur debt and that it provides a more comparable measure of our profitability. However, such a measure is not in accordance with GAAP. You should not consider EBITDA in isolation from or as a substitute for net income, cash flows from operating activities and other consolidated income or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity. Adjusted EBITDA is calculated by adding back to EBITDA buy-out transaction expenses and other non-recurring expenses relating to the Acquisition. Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other companies.

The following table represents a reconciliation of net income to EBITDA and adjusted EBITDA:

(a)

Merger transaction expenses represent costs associated with the Acquisition of approximately $54.7 million and $6.2 million incurred during the seven months ended July 31, 2002 and the five months ended December 31, 2002, respectively.



(b)

The year ended December 31, 2003 includes $5.1 million in legal and related costs associated with litigation resulting from the Acquisition.

(3)

Adjusted EBITDA margin represents adjusted EBITDA as a percentage of net sales.

(4)

Includes acquisitions of property from capitalized leases of $3.8 million for 2001, $2.1 million for the seven months ended July 31, 2002, $1.4 million for the five months ended December 31, 2002, $6.8 million for the year ended December 31, 2003, $1.4 million for the three months ended March 31, 2003 and $0.8 million for the three months ended March 31, 2004.

(5)

In calculating ratio of earnings to fixed charges, earnings consist of income before income taxes plus fixed charges. Fixed charges consist of interest expense (which includes amortization of deferred financing costs and discounts) and one-third of rental expense, representing that portion of rental expense deemed to be attributable to interest.

(6)

Includes restricted cash at Holdings of $10.6 million and $5.7 million as of December 31, 2002 and December 31, 2003, respectively, which was placed in escrow at the time of the Acquisition to make interest payments on Holdings' Senior Notes. This restricted cash was released from escrow in connection with the purchase of Holdings' Senior Notes and used to fund a portion of the Transactions.

(7)

Includes cash, cash equivalents, restricted cash and marketable securities.

(8)

Adjusted to reflect the issuance of $275.0 million of the Outstanding Notes, the redemption of the Preferred Shares, repayment of $40.0 million of the senior credit facilities at Herbalife and the purchase of Holdings' Senior Notes.

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RISK FACTORS

        Investing in the Notes involves a high degree of risk. You should carefully consider the following risk factors in addition to the other information contained in this prospectus before deciding to surrender your Outstanding Notes for New Notes pursuant to this exchange offer. The risks described below are not the only ones we face. Other risks, including those that we do not currently consider material or may not currently anticipate, may impair our business.

Risks Related to our Business

Our failure to maintain our distributor relationships could adversely affect our business.

        We distribute our products exclusively through independent distributors, and we depend upon them directly for substantially all of our sales. Accordingly, our success depends in significant part upon our ability to attract, retain and motivate a large base of distributors. The loss of a significant number of distributors could materially adversely affect sales of our products and could impair our ability to attract new distributors. Moreover, in our efforts to attract and retain distributors, we compete with other network marketing organizations, including those in the weight management product, dietary and nutritional supplement, and personal care and cosmetic product industries.

Regulatory matters governing our industry could have a significant negative effect on our business.

        In both domestic and foreign markets, we are affected by extensive laws, governmental regulations, administrative determinations, court decisions and similar constraints. Such laws, regulations and other constraints may exist at the federal, state or local levels in the United States and at all levels of government in foreign jurisdictions.

Product Regulations.

        The formulation, manufacturing, packaging, labeling, distribution, importation, sale and storage of our products are subject to extensive regulation by various federal agencies, including the Food and Drug Administration ("FDA"), the Federal Trade Commission (the "FTC"), the Consumer Product Safety Commission and the United States Department of Agriculture and by various agencies of the states, localities and foreign countries in which our products are manufactured, distributed and sold. Our failure or our distributors' failure to comply with those regulations or new regulations could lead to the imposition of significant penalties or claims and could materially adversely affect our business. In addition, the adoption of new regulations or changes in the interpretations of existing regulations may result in significant compliance costs or discontinuation of product sales and may adversely affect the marketing of our products, resulting in significant loss of sales revenues.

Good Manufacturing Practices.

        On March 7, 2003, the FDA proposed a new regulation to require current good manufacturing practices in the manufacturing, packing and holding of dietary supplements. We are evaluating this proposal with respect to its potential impact upon the various contract manufacturers that we use to manufacture our products, and cannot assure you of the effect such proposals may have on our contract manufacturers or our business.

Product Claims, Advertising and Distributor Activities.

        Our failure to comply with laws and regulations regarding product claims and advertising, including direct claims and advertising by us, as well as claims and advertising and other conduct by distributors for which we may be held responsible, may result in enforcement actions and the imposition of penalties or otherwise materially and adversely affect the distribution and sale of our products. Should

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distributor activities in our existing markets be found to violate applicable governmental laws or regulations, it could result in governmental or private actions against us in markets where we operate. In response to complaints from local regulators in some of our markets, we imposed a ban in March 2002 on the inappropriate use by distributors of outdoor signage. We cannot assure you as to the effect such ban will have. Given the size of our distributor force, we cannot ensure that all distributors will comply with applicable legal requirements.

Network Marketing System.

        Our network marketing system is subject to a number of federal and state regulations administered by the FTC and various state agencies as well as regulations in foreign markets administered by foreign agencies. Regulations applicable to network marketing organizations generally are directed at ensuring that product sales ultimately are made to consumers and that advancement within an organization is based on sales of the organization's products rather than investments in the organization or other non-retail sales related criteria. The regulatory requirements concerning network marketing systems do not include "bright line" rules and are inherently fact-based.

        We are also subject to the risk of private party challenges to the legality of our network marketing system. The multi-level marketing programs of other companies have been successfully challenged in the past, and in a current lawsuit, allegations have been made challenging the legality of our network marketing system. An adverse judicial determination with respect to our network marketing system, or in proceedings not involving us directly but which challenge the legality of multi-level marketing systems, could have a material adverse effect on our business. We are subject to the risk that, in one or more markets, our marketing system could be found not to be in compliance with applicable law or regulations. The failure of our network marketing system to comply with such regulations could have a material adverse effect on our business in a particular market or in general.

Transfer Pricing and Similar Regulations.

        In many countries, including the United States, we are subject to transfer pricing and other tax regulations designed to ensure that appropriate levels of income are reported as earned by our United States or local entities and are taxed accordingly. In addition, our operations are subject to regulations designed to ensure that appropriate levels of customs duties are assessed on the importation of our products. Herbalife currently is subject to pending or proposed audits that are at various levels of review, assessment or appeal in a number of jurisdictions involving transfer pricing issues, income taxes, value added taxes, withholding taxes and related interest and penalties in material amounts. In some circumstances, additional taxes, interest and penalties have been assessed, and we will be required to litigate to reverse the assessments. Ultimate resolution of these matters may take several years, and the outcome is uncertain.

Taxation Relating to Distributors.

        Our distributors are subject to taxation, and in some instances, legislation or governmental agencies impose an obligation on us to collect taxes, such as value added taxes, and to maintain appropriate records. In addition, we are subject to the risk in some jurisdictions of being responsible for social security and similar taxes with respect to our distributors.

Other Regulations.

        We are also subject to a variety of other regulations in various foreign markets, including regulations pertaining to employment and severance pay requirements, import/export regulations and antitrust issues. Our failure to comply, or assertions that we failed to comply, with these regulations could have a material adverse effect on our business in a particular market or in general.

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        To the extent we decide to commence or expand operations in additional countries, government regulations in those countries may prevent or delay entry into or expansion of operations in those markets. In addition, the ability to sustain satisfactory levels of sales in our existing markets is dependent in significant part on our ability to introduce additional products into these markets. Government regulations in both our domestic and international markets, however, can delay or prevent the introduction, or require the reformulation or withdrawal, of some of our products.

Adverse publicity associated with our products or our ingredients could adversely affect our business.

        Because we are highly dependent upon consumers' perception of the safety and quality of our products and ingredients as well as similar products distributed by other companies, we could be adversely affected if any of our products or any similar products or ingredients distributed by other companies prove to be, or are asserted to be, harmful to consumers. In addition, because of our dependence upon consumer perceptions, any adverse publicity associated with illness or other adverse effects resulting from consumers' use or misuse of our products or any similar products distributed by other companies could have a material adverse impact on our business. Adverse publicity could also negatively affect our ability to attract, motivate and retain distributors.

The high level of competition in our industry could adversely affect our business.

        The business of marketing weight management, inner nutrition and Outer Nutrition® products is highly competitive. These market segments include numerous manufacturers, distributors, marketers, retailers and physicians that actively compete for the business of consumers both in the United States and abroad. The market is highly sensitive to the introduction of new products or weight management plans, including various prescription drugs, which may rapidly capture a significant share of the market. While we own the proprietary rights to substantially all of our weight management and inner nutrition products, we cannot be sure that another company will not replicate one of our products. In addition, we anticipate that we will be subject to increasing competition in the future from sellers that utilize electronic commerce.

        We are subject to significant competition for the recruitment of distributors from other network marketing organizations, including those that market weight management products, dietary and nutritional supplements, and personal care products as well as other types of products. Our ability to remain competitive depends, in significant part, on our success in recruiting and retaining distributors through an attractive compensation plan and other incentives. We cannot ensure that our programs for recruitment and retention of distributors will be successful.

Risks associated with our foreign operations.

        A foreign government may impose trade or foreign exchange restrictions or increased tariffs, which could adversely affect our operations. We are also exposed to risks associated with foreign currency fluctuations. For instance, purchases from suppliers are generally made in U.S. dollars while sales to distributors are generally made in local currencies. Accordingly, strengthening of the U.S. dollar versus a foreign currency could have a negative impact on us. Although we engage in transactions to protect against risks associated with foreign currency fluctuations, we cannot be certain any hedging activity will effectively reduce our exchange rate exposure. Our operations in some markets also may be adversely affected by political, economic and social instability in foreign countries. As we continue to focus on expanding our existing international operations, these and other risks associated with international operations may increase. Approximately 76% of our net sales for the year ended December 31, 2003 were generated outside the United States.

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A large portion of net sales is concentrated in a small number of countries.

        Our earnings in future periods may be susceptible to various risks because of the concentration of net sales in a small number of countries. Of the 58 countries in which we operated as of March 31, 2004, the United States, Japan and Germany accounted for 19.8%, 9.2% and 6.9%, respectively, or 35.9% in the aggregate, of our total net sales. As a result, our performance is primarily dependent upon economic conditions and consumer demand for our products in these three countries.

One of our products constitutes a significant portion of our retail sales.

        Our Formula 1 meal replacement product constitutes a significant portion of our retail sales, accounting for approximately 20% of net sales in 2003. If consumer demand for this product decreases significantly or we cease offering this product without a suitable replacement, our operations could be materially adversely affected.

Our ability to grow in the future will be more dependent on increased penetration of existing markets.

        We have historically grown principally by entering into new markets. Because we have already succeeded in entering into the most attractive markets for our products and distribution system, an increasingly important part of our strategy for continued growth is to increase the number and range of our products available in existing markets. In addition, our growth will depend upon improved training and other activities that enhance distributor retention in our markets. We cannot assure you that our efforts to increase our market penetration and distributor retention in existing markets will be successful.

        In addition, our success has been, and will continue to be, significantly dependent on our ability to manage growth through expansion and enhancement of our worldwide personnel and management, order processing and fulfillment, inventory and shipping systems and other aspects of operations. As we continue to expand our operations, the ability to manage this growth will represent an increasing challenge.

Product liability claims could hurt our business.

        Our products consist of herbs, vitamins and minerals and other ingredients that are classified as foods or dietary supplements and are not subject to pre-market regulatory approval in the United States. We generally do not conduct or sponsor clinical studies for our products. As a marketer of dietary and nutritional supplements and other products that are ingested by consumers or applied to their bodies, we have been and may again be subjected to various product liability claims, including that: (i) the products contain contaminants; (ii) the products include inadequate instructions as to their uses; or (iii) the products include inadequate warnings concerning side effects and interactions with other substances. It is possible that widespread product liability claims and the resulting adverse publicity could negatively affect our business. In addition, our product liability insurance may fail to cover future product liability claims thereby requiring us to pay substantial monetary damages and adversely affecting our business (especially given the higher level of self-insurance we have accepted). Finally, we may become required to pay higher premiums and accept higher deductibles in order to secure adequate insurance coverage in the future.

We do not manufacture our own products so we must rely on independent third parties for the manufacture and supply of our products.

        All of our products are manufactured by outside companies, except for a small amount of products manufactured in our own manufacturing facility in China. We cannot assure you that these outside manufacturers will continue to reliably supply products to us at the level of quality we require. In the event any of our third-party manufacturers were to become unable or unwilling to continue to provide

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the products in required volumes and quality levels, we would be required to identify and obtain acceptable replacement manufacturing sources. There is no assurance that we will be able to obtain alternative manufacturing sources on a timely basis. An extended interruption in the supply of products would result in loss of sales. In addition, any actual or perceived degradation of product quality as a result of reliance on third party manufacturers may have an adverse effect on sales or result in increased product returns and buybacks.

Terrorist attacks or acts of war may seriously harm our business.

        Terrorist attacks or acts of war may cause damage or disruption to us, our employees, our facilities and our customers, which could impact our revenues, costs and expenses, and financial condition. The terrorist attacks that took place in the United States on September 11, 2001 were unprecedented events that have created many economic and political uncertainties, some of which may materially adversely affect our business, results of operations, and financial condition. The potential for future terrorist attacks, the national and international responses to terrorist attacks, and other acts of war or hostility have created many economic and political uncertainties, which could materially adversely affect our business, results of operations, and financial condition in ways that we currently cannot predict.

A general economic downturn may reduce our revenues.

        Worldwide economic conditions may affect demand for our products. Consumer purchases of our products may decline during recessionary periods and also may decline at other times when disposable income is lower.

A few of our shareholders collectively control us and have the power to cause the approval or rejection of all shareholder actions.

        Affiliates of Whitney and Golden Gate own approximately 51% and 29%, respectively, of the voting power of our share capital as of March 31, 2004. Accordingly, the Equity Sponsors together currently have the power to cause the approval or rejection of any matter on which the shareholders may vote, including the Transactions. Certain shareholders are party to a shareholders' agreement that determines the composition of the Board of Directors. The Equity Sponsors' designees will constitute the majority of the Board of Directors. This control over corporate actions may delay, deter or prevent transactions that would result in a change of control. In addition, even if all shareholders other than the Equity Sponsors voted together as a group, they would not have the power to adopt any action or to block the adoption of any action favored by the Equity Sponsors if the Equity Sponsors act in concert. Moreover, the Equity Sponsors may have interests that are in addition to, or that vary from, yours.

Risks Related to the Notes

The market value of the New Notes could be materially adversely affected if only a limited number of New Notes are available for trading.

        To the extent that a large amount of the Outstanding Notes are not tendered or are tendered and not accepted in the exchange offer, the trading market for the New Notes could be materially adversely affected. Generally, a limited amount, or "float," of a security could result in less demand to purchase such security and, as a result, could result in lower prices for such security. We cannot assure you that a sufficient number of Outstanding Notes will be exchanged for New Notes so that this does not occur.

There are consequences associated with failing to exchange the Outstanding Notes for the New Notes.

        If you do not exchange your Outstanding Notes for New Notes in the exchange offer, you will still have the restrictions on transfer provided in the Outstanding Notes and the indenture. In general, the

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Outstanding Notes may not be offered or sold unless registered or exempt from registration under the Securities Act, or in a transaction not subject to the Securities Act and applicable state securities laws. We do not plan to register the Outstanding Notes under the Securities Act.

Our substantial amount of consolidated debt could adversely affect our consolidated financial condition and prevent us from fulfilling our obligations under the Notes.

        In connection with the consummation of the Transactions, we have incurred a substantial amount of debt. At March 31, 2004, our total debt was $510.6 million and our shareholders' equity was $16.4 million.

        Our substantial amount of debt may have important consequences for us. For example, it may:

•

increase our vulnerability to general adverse economic and industry conditions;



•

limit our ability to obtain additional financing to fund working capital, capital expenditures and other general corporate requirements;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for other purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

place us at a competitive disadvantage compared to our competitors that have less debt; and



•

make it difficult for us to meet our debt service requirements if we experience a substantial decrease in our revenues or an increase in our expenses.

We are a holding company and the Notes are structurally subordinated to the debt of our subsidiaries.

        We are a holding company and we conduct substantially all of our operations through our subsidiaries, primarily Herbalife. Our only material assets are our ownership interests in our subsidiaries. Our principal sources of cash are from external financings, dividends and advances from our subsidiaries and investments. The amount of dividends available to us from our subsidiaries depends largely upon each subsidiary's earnings and operating capital requirements. The terms of some of our subsidiaries' borrowing arrangements limit the transfer of funds to us, including Herbalife's senior subordinated notes and senior credit facilities. In addition, the ability of our subsidiaries to make any payments to us will depend on their business and tax considerations and legal restrictions. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the Notes or to make any funds available therefor, whether by dividends, loans or other payments.

        As a result of our holding company structure, the Notes will effectively rank junior to all existing and future debt, trade payables and other liabilities of our subsidiaries. Our right to receive any assets of any of our subsidiaries upon their liquidation or reorganization, and therefore the right of holders of the Notes to participate in those assets, will be subject to the prior claims of that subsidiary's creditors, including trade creditors. At March 31, 2004, in addition to trade debt and other liabilities, our subsidiaries had approximately $243.2 million of total indebtedness for borrowed money. In addition, the indenture governing the Notes permits, subject to specified limitations, our subsidiaries to incur additional debt.

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Your right to receive payment on the Notes is junior to our secured obligations under our guarantee of our subsidiaries' senior credit facilities.

        The Notes will be general unsecured obligations, junior in right of payment to all of our obligations under a guaranty of our subsidiaries' senior credit facilities. The Notes will not be secured by any of our assets, and as such will be effectively subordinated to any secured debt that we have now, including our guaranty of the borrowings under our subsidiaries' senior credit facilities, or may incur in the future to the extent of the value of the assets securing that debt.

        In the event that we are declared bankrupt, become insolvent or are liquidated or reorganized, any debt that ranks ahead of the Notes will be entitled to be paid in full from our assets before any payment may be made with respect to the Notes. In any of the foregoing events, we cannot assure you that we would have sufficient assets to pay amounts due on the Notes. As a result, holders of the Notes may receive less, proportionally, than the holders of debt senior to the Notes. The subordination provisions of the indenture governing the Notes also provide that we can make no payment to you during the continuance of payment defaults on our senior debt, and payments to you may be suspended for a period of up to 179 days if a nonpayment default exists under our subsidiaries' senior credit facilities.

        At March 31, 2004, the Outstanding Notes ranked junior to approximately $75.4 million of indebtedness under the senior credit facilities, all of which is secured.

To make payments on our debt, we will require a significant amount of cash; our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on our debt, including the Notes, will depend on our ability to generate cash in the future. This, to some extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure you that our subsidiaries' businesses will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to pay interest and principal on our debt or to fund our other liquidity needs. We may need to refinance all or a portion of our debt on or before maturity. We cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms or at all.

We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payment on the Notes.

        Our operations are conducted through our subsidiaries and our ability to make payment on the Notes is dependent on the earnings and the distribution of funds from our subsidiaries. However, none of our subsidiaries is obligated to make funds available to us for payment on the Notes. In addition, the terms of the agreements governing Herbalife's senior credit facilities and senior subordinated Notes significantly restrict our subsidiaries from paying dividends and otherwise transferring assets to us. Furthermore, Herbalife will be permitted under the terms of its senior credit facilities, senior subordinated notes and other indebtedness to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by our subsidiaries to us.

        We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund scheduled interest and principal payments on the Notes when due. See "Description of Other Indebtedness."

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The ability of some of our foreign subsidiaries to distribute cash may be restricted by local law.

        Local laws governing some of our foreign subsidiaries may restrict the ability of those foreign subsidiaries to pay dividends and make distributions, loans or advances to us in some circumstances. For example, some foreign subsidiaries could be subject to restrictions on dividends or repatriations of earnings under applicable local law, monetary transfer restrictions and foreign currency exchange regulations in the jurisdictions in which these foreign subsidiaries operate. In any of the foregoing events, we cannot assure you that we would have sufficient assets to pay amounts due on the Notes.

The covenants in the Notes will limit, and the covenants in our subsidiaries' senior credit facilities limit, our and their discretion with respect to certain business matters.

        The Notes will contain and our subsidiaries' senior credit facilities contain numerous financial and operating covenants that will restrict our and their ability to, among other things:

•

pay dividends, redeem share capital or capital stock and make other restricted payments and investments;



•

incur additional debt or issue preferred stock;



•

allow the imposition of dividend or other distribution restrictions on our subsidiaries;



•

create liens on our and their assets;



•

engage in transactions with affiliates; and



•

merge, consolidate or sell all or substantially all of our assets and the assets of our subsidiaries.

        In addition, our subsidiaries' senior credit facilities require us to meet certain financial ratios and financial conditions, including minimum interest charge and fixed charge ratios and a maximum leverage ratio. Our and their ability to comply with these covenants may be affected by events beyond our control, including prevailing economic, financial and industry conditions. Failure to comply with these covenants could result in a default under the Notes and/or the senior credit facilities, causing all amounts thereunder to become due and payable.

Issuance of the Notes and the guarantees issued under certain circumstances by our domestic subsidiaries may be subject to fraudulent conveyance laws.

        Under applicable provisions of the U.S. Bankruptcy Code or comparable provisions of state fraudulent transfer or conveyance laws, if at the time the issuer of the Notes incurred the debt evidenced by the Notes, or a domestic subsidiary guarantor incurred the debt evidenced by its guarantee, as the case may be, it either:

•

incurred the debt with the intent to hinder, delay or defraud creditors; or



•

received less than reasonably equivalent value or fair consideration for incurring the debt; and



•

was insolvent at the time of the incurrence;



•

was rendered insolvent by reason of the incurrence (and the application of the proceeds thereof);



•

was engaged or was about to engage in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay the debts as they matured;

then, in each case, a court of competent jurisdiction could (i) avoid (i.e., cancel) in whole or in part, the Notes or the guarantee and direct the repayment of any amounts paid thereunder, (ii) subordinate

25

the Notes or the guarantee of such subsidiary guarantor, as the case may be, to our obligations to other existing and future creditors or (iii) take other actions detrimental to the noteholders.

        A court would likely find that neither we nor any subsidiary guarantor received reasonably equivalent value or fair consideration for incurring our respective obligations under the Notes and guarantees unless we or the subsidiary benefited directly or indirectly from the Notes' issuance, including the application of the proceeds thereof. In other instances, courts have found that an issuer did not receive reasonably equivalent value or fair consideration if the proceeds of the issuance were paid to the issuer's shareholders, although we cannot predict how a court would rule in this case.

        The test for determining solvency for purposes of the foregoing will vary depending on the law of the jurisdiction being applied. In general, a court would consider an entity insolvent either if the sum of its existing debts exceeds the fair value of all its property, or its assets' present fair saleable value is less than the amount required to pay the probable liability on its existing debts as they become due. For this analysis, "debts" includes contingent and unliquidated debts.

        In the event that any of our subsidiaries are required to guarantee our obligations under the Notes, such guarantee will be limited in a manner intended to avoid it being deemed a fraudulent conveyance under applicable law.

We may not have the ability to raise the funds necessary to finance a change of control offer required by the indenture governing the Notes.

        Upon the occurrence of specific change of control events, we may be required to purchase all Notes at 101% of their principal amount. It is possible that we will not have sufficient funds at the time of a change of control to purchase the Notes or that restrictions in our or our subsidiaries' other debt agreements will not allow the purchases. If we are unable to purchase the Notes upon a change of control, we would be in default under the indenture governing the Notes, which could cause acceleration of our other debt. In addition, some important corporate events, such as leveraged recapitalizations that would increase the level of our debt, would not necessarily constitute a "Change of Control" under the indenture governing the Notes.

You cannot be sure that an active trading market will develop for the Notes and you may have to hold the Notes indefinitely.

        The Notes are a new issue of securities for which there currently is no trading market. As a result, we cannot provide any assurances that a market will develop for the Notes or that you will be able to sell your Notes. If any of the Notes are traded after their initial issuance, they may trade at a discount from their initial offering price. Future trading prices of the Notes will depend on many factors, including prevailing interest rates, the market for similar securities, general economic conditions and our financial condition, performance and prospects. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial fluctuations in the prices of the securities. Accordingly, you may be required to bear the financial risk of an investment in the Notes for an indefinite period of time.

        We do not intend to apply for listing or quotation of the Notes. The Notes have been designated, however, for trading in The PORTAL® Market. We have been informed by the initial purchaser of the Outstanding Notes that it intends to make a market in the New Notes after this exchange offer. The initial purchaser is not obligated to do so, and it may cease its market-making at any time without notice. In addition, this market-making activity will be subject to the limitations imposed by the Securities Act and the Exchange Act and may be limited during the effectiveness of a registration statement relating to the Notes.

26

There is uncertainty as to your ability to enforce certain foreign civil liabilities in the Cayman Islands.

        We are incorporated as an exempted company with limited liability under the laws of the Cayman Islands. A material portion of our assets are located outside of the United States. As a result, it may be difficult for persons purchasing New Notes (or persons who purchased Outstanding Notes and exchange them for New Notes) to enforce judgments against us or judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States or any state of the United States.

        We have been advised by our Cayman Islands counsel, Maples and Calder, that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will—based on the principle that a judgment by a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given—recognize and enforce a foreign judgment of a court of competent jurisdiction if such judgment is final, for a liquidated sum, not in respect of taxes or a fine or penalty, is not inconsistent with a Cayman Islands judgment in respect of the same matters, and was not obtained in a manner, and is not of a kind, the enforcement of which is contrary to the public policy of the Cayman Islands. There is doubt, however, as to whether the Grand Court of the Cayman Islands will (i) recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States, or (ii) in original actions brought in the Cayman Islands, impose liabilities predicated upon the civil liability provisions of the securities laws of the United States or any state of the United States, on the grounds that such provisions are penal in nature.

        The Grand Court of the Cayman Islands may stay proceedings if concurrent proceedings are being brought elsewhere.

27

THE RECAPITALIZATION OF HOLDINGS AND RELATED TRANSACTIONS

        The proceeds of the offering of the Outstanding Notes, together with available cash, were used to consummate (i) the redemption of all of Holdings' outstanding 12% Series A Cumulative Convertible Preferred Shares, which we refer to herein as the "Preferred Shares," including Preferred Shares issued in connection with the exercise of all outstanding warrants to purchase the Preferred Shares, which we refer to herein as the "Warrants;" (ii) the purchase of all of Holdings' outstanding Senior Notes; (iii) the reduction of outstanding amounts under the term loan under Herbalife's senior credit facilities; and (iv) the payment of related fees and expenses (collectively, the "Transactions").

        Immediately following the Transactions, Holdings no longer had any Preferred Shares or any Warrants to purchase the Preferred Shares outstanding, and Holdings' material obligations principally consisted of the obligations incurred under the Outstanding Notes and its guarantee of Herbalife's senior credit facilities.

        Prior to consummating the Transactions, Herbalife amended and restated the credit agreement governing its senior credit facilities to facilitate the Transactions described above. See "Description of Other Indebtedness—Herbalife's Senior Credit Facilities."

28

THE EXCHANGE OFFER

Exchange Terms

        We sold the Outstanding Notes on March 8, 2004 to the initial purchaser pursuant to a purchase agreement. The initial purchaser subsequently sold the Outstanding Notes to:

•

"qualified institutional buyers" ("QIBs"), as defined in Rule 144A under the Securities Act, in reliance on Rule 144A; and to



•

persons in offshore transactions in reliance on Regulation S under the Securities Act.

        As a condition to the initial sale of the Outstanding Notes, Holdings, WH Capital Corp. and the initial purchaser entered into a registration rights agreement. Pursuant to the registration rights agreement, we agreed to:

•

file with the SEC by July 21, 2004, a registration statement under the Securities Act with respect to the New Notes, and



•

use our reasonable efforts to cause the registration statement to become effective under the Securities Act on or before August 20, 2004.

        We agreed to issue and exchange the New Notes for all Outstanding Notes properly surrendered and not withdrawn before the expiration of the exchange offer. A copy of the registration rights agreement has been filed as an exhibit to the registration statement which includes this prospectus. The registration statement is intended to satisfy some of our obligations under the registration rights agreement and the purchase agreement.

        Outstanding Notes in an aggregate principal amount of $275,000,000 are currently issued and outstanding. The maximum aggregate principal amount of New Notes that will be issued in exchange for Outstanding Notes is $275,000,000. The terms of the New Notes and the Outstanding Notes are substantially the same in all material respects, except that the New Notes will be freely transferable by the holders except as provided in this prospectus. See "Description of Notes."

        The New Notes will bear interest at a rate of 9¹/2% per year, payable semiannually on April 1 and October 1 of each year, beginning on October 1, 2004. Holders of New Notes will receive interest from the date of the original issuance of the Outstanding Notes or from the date of the last payment of interest on the Outstanding Notes, whichever is later. Holders of New Notes will not receive any interest on Outstanding Notes tendered and accepted for exchange. In order to exchange your Outstanding Notes for transferable New Notes in the exchange offer, you will be required to make the following representations, which are included in the letter of transmittal:

•

any New Notes that you receive will be acquired in the ordinary course of your business;



•

you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the New Notes;



•

you are not our "affiliate," as defined in Rule 405 of the Securities Act, or a broker-dealer tendering Outstanding Notes acquired directly from us;



•

if you are a broker-dealer that will receive New Notes for your own account in exchange for Outstanding Notes that were acquired as a result of market-making or other trading activities, you will deliver a prospectus in connection with any resale of the New Notes; and



•

you have full power and authority to transfer your Outstanding Notes for New Notes and Holdings and WH Capital Corp. will acquire good an unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.

29

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any Outstanding Notes properly tendered and not validly withdrawn in the exchange offer, and the exchange agent will deliver the New Notes promptly after the Expiration Date of the exchange offer.

        If you tender your Outstanding Notes, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of the Outstanding Notes in connection with the exchange offer. We will pay all charges, expenses and transfer taxes in connection with the exchange offer, other than the taxes described below under "—Transfer Taxes."

        WE MAKE NO RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF YOUR OUTSTANDING NOTES INTO THIS EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE THIS RECOMMENDATION. YOU MUST MAKE YOUR OWN DECISION WHETHER TO TENDER INTO THIS EXCHANGE OFFER AND, IF SO, THE AGGREGATE AMOUNT OF OUTSTANDING NOTES TO TENDER AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH YOUR ADVISORS, IF ANY, BASED ON YOUR FINANCIAL POSITION AND REQUIREMENTS.

Expiration Date; Extensions; Termination; Amendments

        The exchange offer expires at 5:00 p.m., New York City time, on Wednesday, July 9, 2004, unless we extend the exchange offer, in which case the Expiration Date will be the latest date and time to which we extend the exchange offer.

        In order to extend the exchange offer, we will:

•

notify the exchange agent of any extension by oral or written notice; and



•

issue a press release or other public announcement which will include disclosure of the approximate number of private Notes deposited; such press release or announcement would be issued prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We expressly reserve the right, so long as applicable law allows:

•

to delay our acceptance of Outstanding Notes for exchange;



•

to terminate the exchange offer if any of the conditions set forth under "—Conditions Of The Exchange Offer" beginning on page 35 exist;



•

to waive any condition to the exchange offer;



•

to amend any of the terms of the exchange offer; and



•

to extend the Expiration Date and retain all Outstanding Notes tendered in the exchange offer, subject to your right to withdraw your tendered Outstanding Notes as described under "—Withdrawal of Tenders."

        Any waiver or amendment to the exchange offer will apply to all Outstanding Notes tendered, regardless of when or in what order the Outstanding Notes were tendered. If the exchange offer is amended in a manner that we think constitutes a material change, or if we waive a material condition of the exchange offer, we will promptly disclose the amendment or waiver by means of a prospectus supplement that will be distributed to the registered holders of the Outstanding Notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

30

        We will promptly follow any delay in acceptance, termination, extension or amendment by oral or written notice of the event to the exchange agent, followed promptly by oral or written notice to the registered holders. Should we choose to delay, extend, amend or terminate the exchange offer, we will have no obligation to publish, advertise or otherwise communicate this announcement, other than by making a timely release to an appropriate news agency.

        In the event we terminate the exchange offer, all Outstanding Notes previously tendered and not accepted for payment will be returned promptly to the tendering holders.

        In the event that the exchange offer is withdrawn or otherwise not completed, New Notes will not be given to holders of Outstanding Notes who have validly tendered their Outstanding Notes.

Resale Of New Notes

        Based on interpretations of the SEC staff set forth in no action letters issued to third parties, we believe that New Notes issued under the exchange offer in exchange for Outstanding Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, if:

•

you are acquiring New Notes in the ordinary course of your business;



•

you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the New Notes;



•

you are not a broker-dealer who purchased Outstanding Notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and



•

you are not our "affiliate" within the meaning of Rule 405 under the Securities Act.

        However, we have not asked the SEC to consider this particular exchange offer in the context of a no-action letter. Therefore, you cannot be sure that the SEC will treat it in the same way it has treated other exchange offers in the past.

        If you tender Outstanding Notes in the exchange offer with the intention of participating in any manner in a distribution of the New Notes:

•

you cannot rely on those interpretations by the SEC staff; and



•

you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K.

        Only broker-dealers that acquired the Outstanding Notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives New Notes for its own account in exchange for Outstanding Notes, where such Outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. Please read the section captioned "Plan of Distribution" on page 160 for more details regarding the transfer of New Notes.

Acceptance Of Outstanding Notes For Exchange

        We will accept for exchange Outstanding Notes validly tendered pursuant to the exchange offer, or defectively tendered, if such defect has been waived by us, after the later of: (1) the Expiration Date of the exchange offer and (2) the satisfaction or waiver of the conditions specified below under "—Conditions Of The Exchange Offer." We will not accept Outstanding Notes for exchange

31

subsequent to the Expiration Date of the exchange offer. Tenders of Outstanding Notes will be accepted only in minimum denominations equal to $100,000 or integral multiples of $1,000 in excess thereof.

        We expressly reserve the right, in our sole discretion, to:

•

delay acceptance for exchange of Outstanding Notes tendered under the exchange offer, subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders promptly after the termination or withdrawal of a tender offer; or



•

terminate the exchange offer and not accept for exchange any Outstanding Notes not theretofore accepted for exchange, if any of the conditions set forth below under "—Conditions Of The Exchange Offer" have not been satisfied or waived by us or in order to comply in whole or in part with any applicable law.

        In all cases, New Notes will be issued only after timely receipt by the exchange agent of certificates representing Outstanding Notes, or confirmation of book-entry transfer, a properly completed and duly executed letter of transmittal, or a manually signed facsimile thereof, and any other required documents. For purposes of the exchange offer, we will be deemed to have accepted for exchange validly tendered Outstanding Notes, or defectively tendered Outstanding Notes with respect to which we have waived such defect, if, as and when we give oral, confirmed in writing, or written notice to the exchange agent. Promptly after the Expiration Date, we will deposit the New Notes with the exchange agent, who will act as agent for the tendering holders for the purpose of receiving the New Notes and transmitting them to the holders. The exchange agent will deliver the New Notes to holders of Outstanding Notes accepted for exchange after the exchange agent receives the New Notes.

        If, for any reason, we delay acceptance for exchange of validly tendered Outstanding Notes or we are unable to accept for exchange validly tendered Outstanding Notes, then the exchange agent may, nevertheless, on our behalf, retain tendered Outstanding Notes, without prejudice to our rights described under "—Expiration Date; Extensions; Termination; Amendments" beginning on page 29, "—Conditions Of The Exchange Offer" beginning on page 35 and "—Withdrawal Of Tenders" beginning on page 34, subject to Rule 14e-1 under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer.

        If any tendered Outstanding Notes are not accepted for exchange for any reason, or if certificates are submitted evidencing more Outstanding Notes than those that are tendered, certificates evidencing Outstanding Notes that are not exchanged will be returned, without expense, to the tendering holder, or, in the case of Outstanding Notes tendered by book-entry transfer into the exchange agent's account at a book-entry transfer facility under the procedure set forth under "—Procedures for Tendering Outstanding Notes—Book-Entry Transfer" on page 33, such Outstanding Notes will be credited to the account maintained at such book-entry transfer facility from which such Outstanding Notes were delivered, unless otherwise requested by such holder under "Special Delivery Instructions" in the letter of transmittal, promptly following the exchange date or the termination of the exchange offer.

        Tendering holders of Outstanding Notes exchanged in the exchange offer will not be obligated to pay brokerage commissions or transfer taxes with respect to the exchange of their Outstanding Notes other than as described in "—Transfer Taxes" on page 36 or in Instruction 7 to the letter of transmittal. We will pay all other charges and expenses in connection with the exchange offer.

Procedures For Tendering Outstanding Notes

        Any beneficial owner whose Outstanding Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or held through a book-entry transfer facility and

32

who wishes to tender Outstanding Notes should contact such registered holder promptly and instruct such registered holder to tender Outstanding Notes on such beneficial owner's behalf.

        Tender of Outstanding Notes Held Through Depository Trust.    The exchange agent and Depository Trust have confirmed that the exchange offer is eligible for the Depository Trust automated tender offer program. Accordingly, Depository Trust participants may electronically transmit their acceptance of the exchange offer by causing Depository Trust to transfer Outstanding Notes to the exchange agent in accordance with Depository Trust's automated tender offer program procedures for transfer. Depository Trust will then send an agent's message to the exchange agent.

        The term "agent's message" means a message transmitted by Depository Trust, received by the exchange agent and forming part of the book-entry confirmation, which states that Depository Trust has received an express acknowledgment from the participant in Depository Trust tendering Outstanding Notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant. In the case of an agent's message relating to guaranteed delivery, the term means a message transmitted by Depository Trust and received by the exchange agent which states that Depository Trust has received an express acknowledgment from the participant in Depository Trust tendering Outstanding Notes that they have received and agree to be bound by the notice of guaranteed delivery.

        Tender of Outstanding Notes Held in Certificated Form.    For a holder to validly tender Outstanding Notes held in certificated form:

•

the exchange agent must receive at its address set forth in this prospectus a properly completed and validly executed letter of transmittal, or a manually signed facsimile thereof, together with any signature guarantees and any other documents required by the instructions to the letter of transmittal; and



•

the exchange agent must receive certificates for tendered Outstanding Notes at such address, or such Outstanding Notes must be transferred pursuant to the procedures for book-entry transfer described above. A confirmation of such book-entry transfer must be received by the exchange agent prior to the Expiration Date of the exchange offer. A holder who desires to tender Outstanding Notes and who cannot comply with the procedures set forth herein for tender on a timely basis or whose Outstanding Notes are not immediately available must comply with the procedures for guaranteed delivery set forth below.

        LETTERS OF TRANSMITTAL AND OUTSTANDING NOTES SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, AND NOT TO US OR TO ANY BOOK-ENTRY TRANSFER FACILITY.

        THE METHOD OF DELIVERY OF OUTSTANDING NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING OUTSTANDING NOTES. DELIVERY OF SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, WE SUGGEST THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE OF THE EXCHANGE OFFER TO PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO SUCH DATE. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF OUTSTANDING NOTES WILL BE ACCEPTED.

        Signature Guarantee.    Signatures on the letter of transmittal must be guaranteed by an eligible institution unless:

33

•

the letter of transmittal is signed by the registered holder of the Outstanding Notes tendered therewith, or by a participant in one of the book-entry transfer facilities whose name appears on a security position listing it as the owner of those Outstanding Notes, and the New Notes are to be issued directly to such registered holder, or, if tendered by a participant in one of the book-entry transfer facilities, deposited to the participant's account at the book-entry transfer facility, and neither the "Special Issuance Instructions" nor the "Special Delivery Instructions" box on the letter of transmittal has been completed; or



•

the Outstanding Notes are tendered for the account of an eligible institution.

        An eligible institution is a firm that is a participant in the Security Transfer Agents Medallion program or the Stock Exchange Medallion program, which is generally a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office in the United States.

        Book-Entry Transfer.    The exchange agent will seek to establish a new account or utilize an existing account with respect to the Outstanding Notes at Depository Trust promptly after the date of this prospectus. Any financial institution that is a participant in the book-entry transfer facility system and whose name appears on a security position listing it as the owner of the Outstanding Notes must make book-entry delivery of Outstanding Notes by causing the book-entry transfer facility to transfer such Outstanding Notes into the exchange agent's account. HOWEVER, ALTHOUGH DELIVERY OF OUTSTANDING NOTES MAY BE EFFECTED THROUGH BOOK-ENTRY TRANSFER INTO THE EXCHANGE AGENT'S ACCOUNT AT A BOOK-ENTRY TRANSFER FACILITY, A PROPERLY COMPLETED AND VALIDLY EXECUTED LETTER OF TRANSMITTAL, OR A MANUALLY SIGNED FACSIMILE THEREOF, MUST BE RECEIVED BY THE EXCHANGE AGENT AT ONE OF ITS ADDRESSES SET FORTH IN THIS PROSPECTUS ON OR PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER, OR ELSE THE GUARANTEED DELIVERY PROCEDURES DESCRIBED BELOW MUST BE COMPLIED WITH. The confirmation of a book-entry transfer of Outstanding Notes into the exchange agent's account at a book-entry transfer facility is referred to in this prospectus as a "book-entry confirmation." Delivery of documents to the book-entry transfer facility in accordance with that book-entry transfer facility's procedures does not constitute delivery to the exchange agent.

        Guaranteed Delivery.    If you wish to tender your Outstanding Notes and:

(1)

certificates representing your Outstanding Notes are not lost but are not immediately available;



(2)

time will not permit your letter of transmittal, certificates representing your Outstanding Notes and all other required documents to reach the exchange agent on or prior to the Expiration Date of the exchange offer; or



(3)

the procedures for book-entry transfer cannot be completed on or prior to the Expiration Date of the exchange offer, you may nevertheless tender if all of the following are complied with:



•

your tender is made by or through an eligible institution;



•

on or prior to the Expiration Date of the exchange offer, the exchange agent has received from the eligible institution a properly completed and validly executed notice of guaranteed delivery, by manually signed facsimile transmission, mail or hand delivery, in substantially the form provided with this prospectus. The notice of guaranteed delivery must:



(a)

set forth your name and address, the registered number(s) of your Outstanding Notes and the principal amount of Outstanding Notes tendered;

34

(b)

state that the tender is being made thereby;



(c)

guarantee that, within three business days after the Expiration Date, the letter of transmittal or facsimile thereof properly completed and validly executed, together with certificates representing the Outstanding Notes in proper form for transfer, or a book-entry confirmation, and any other documents required by the letter of transmittal and the instructions thereto, will be deposited by the eligible institution with the exchange agent; and



(d)

the exchange agent receives the properly completed and validly executed letter of transmittal or facsimile thereof with any required signature guarantees, together with certificates for all Outstanding Notes in proper form for transfer, or a book-entry confirmation, and any other required documents, within three business days after the Expiration Date.

        Other Matters.    New Notes will be issued in exchange for Outstanding Notes accepted for exchange only after timely receipt by the exchange agent of:

•

certificates for (or a timely book-entry confirmation with respect to) your Outstanding Notes;



•

a properly completed and duly executed letter of transmittal or facsimile thereof with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message; and



•

any other documents required by the letter of transmittal.

        We will determine, in our sole discretion, all questions as to the form of all documents, validity, eligibility, including time of receipt, and acceptance of all tenders of Outstanding Notes. Our determination will be final and binding on all parties. ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF OUTSTANDING NOTES WILL NOT BE CONSIDERED VALID. We reserve the absolute right to reject any or all tenders of Outstanding Notes that are not in proper form or the acceptance of which, in our opinion, would be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular Outstanding Notes.

        Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding.

        Any defect or irregularity in connection with tenders of Outstanding Notes must be cured within the time we determine, unless waived by us. We will not consider the tender of Outstanding Notes to have been validly made until all defects and irregularities have been waived by us or cured. Neither we, the exchange agent, or any other person will be under any duty to give notice of any defects or irregularities in tenders of Outstanding Notes, or will incur any liability to holders for failure to give any such notice.

Withdrawal Of Tenders

        Except as otherwise provided in this prospectus, you may withdraw your tender of Outstanding Notes at any time prior to the Expiration Date.

        For a withdrawal to be effective:

•

the exchange agent must receive a written notice of withdrawal at one of the addresses set forth below under "—Exchange Agent," beginning on page 36; or



•

you must comply with the appropriate procedures of Depository Trust's automated tender offer program system.

35

        Any notice of withdrawal must:

•

specify the name of the person who tendered the Outstanding Notes to be withdrawn;



•

identify the Outstanding Notes to be withdrawn, including the principal amount of the Outstanding Notes; and



•

where certificates for Outstanding Notes are transmitted, specify the name in which Outstanding Notes are registered, if different from that of the withdrawing holder.

        If certificates for Outstanding Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at Depository Trust to be credited with the withdrawn Outstanding Notes and otherwise comply with the procedures of such Depository Trust.

        If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at Depository Trust to be credited with the withdrawn Outstanding Notes and otherwise comply with the procedures of Depository Trust.

        We will determine all questions as to validity, form, eligibility and time of receipt of any withdrawal notices. Our determination will be final and binding on all parties. We will deem any Outstanding Notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer.

        Any Outstanding Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder or, in the case of Outstanding Notes tendered by book-entry transfer into the exchange agent's account at Depository Trust according to the procedures described above, such Outstanding Notes will be credited to an account maintained with Depository Trust for the Outstanding Notes. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn Outstanding Notes by following one of the procedures described under "—Procedures for Tendering Outstanding Notes" beginning on page 32 at any time on or prior to the Expiration Date.

Conditions Of The Exchange Offer

        We may terminate, waive any conditions to or amend the exchange offer or, subject to Rule 14e-1 under the Exchange Act which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of the exchange offer, postpone the acceptance for exchange of Outstanding Notes so tendered if, on or prior to the Expiration Date of the exchange offer, we determine that the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC. We reserve the right to waive any defects, irregularities or conditions of surrender as to particular Outstanding Notes.

Transfer Taxes

        We will pay all transfer taxes applicable to the transfer and exchange of Outstanding Notes pursuant to the exchange offer. If, however:

•

delivery of the New Notes and/or certificates for Outstanding Notes for principal amounts not exchanged, are to be made to any person other than the record holder of the Outstanding Notes tendered;

36

•

tendered certificates for Outstanding Notes are recorded in the name of any person other than the person signing any letter of transmittal; or



•

a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to us or our order;

        the amount of any such transfer taxes, whether imposed on the record holder or any other person, will be payable by the tendering holder prior to the issuance of the New Notes.

Consequences Of Failing To Exchange

        If you do not exchange your Outstanding Notes for New Notes in the exchange offer, you will remain subject to the restrictions on transfer of the Outstanding Notes:

•

as set forth in the legend printed on the bonds as a consequence of the issuance of the Outstanding Notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and



•

otherwise set forth in the memorandum distributed in connection with the private offering of the Outstanding Notes.

        In general, you may not offer or sell the Outstanding Notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the Outstanding Notes under the Securities Act.

Accounting Treatment

        The New Notes will be recorded at the same carrying value as the Outstanding Notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expenses of the exchange offer over the term of the New Notes.

Exchange Agent

        The Bank of New York has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus, the letter of transmittal or any other documents to the exchange agent. You should send certificates for Outstanding Notes, letters of transmittal and any other required documents to the exchange agent addressed as follows:

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The Bank of New York

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USE OF PROCEEDS

        We will not receive any proceeds from the exchange offer. The proceeds received by us from the sale of the Outstanding Notes were approximately $275.0 million. We used the proceeds from the offering of the Outstanding Notes, together with available cash, to consummate the Transactions.

        The following table summarizes the sources and uses of funds for the Transactions as of the March 8, 2004 closing date for the Transactions.

(1)

Represents $6.7 million of available cash at Holdings and $42.1 million of available cash at Herbalife on the closing date for the Transactions.

(2)

Total redemption cost consisted of $183.1 million of liquidation preference and $38.5 million of accrued but unpaid dividends up to (but not including) March 8, 2004. Of these amounts, $3.6 million of liquidation preference and $0.8 million of accrued but unpaid dividends related to Preferred Shares issued in connection with the exercise of the Warrants immediately prior to the redemption of the Preferred Shares.

(3)

Total purchase price consisted of $39.6 million principal amount of Holdings' Senior Notes (excluding $1.6 million of unamortized discount), an $11.4 million purchase premium and $1.1 million of accrued interest from January 1, 2004 up to (but not including) March 8, 2004. Holdings used $6.7 million of its available cash including all the restricted cash to purchase the Senior Notes.

(4)

As part of the Transactions, Herbalife amended and restated its credit agreement. The amended and restated credit agreement includes terms that, among other things, permitted the issuance of the Outstanding Notes, will permit the issuance of the New Notes offered hereby, provide for ongoing payment of interest expense on the Notes and reduce the pricing on Herbalife's existing senior credit facilities. In connection with this process, Herbalife used $40.0 million of its available cash to reduce outstanding amounts due under its term loan.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2004. You should read this table in conjunction with "Use of Proceeds," "Unaudited Pro Forma Condensed Consolidated Financial Statements," "Selected Consolidated Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Certain Relationships and Related Transactions—Redemption of Preferred Shares," "Certain Relationships and Related Transactions—Purchase of Senior Notes" and our consolidated financial statements, and related Notes included elsewhere in this prospectus.

(1)

Net of $1.8 million of unamortized discount.

(2)

Net of $7.6 million of underwriting fees.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

        The following table sets forth certain of our historical financial data. We have derived the selected historical consolidated financial data as of December 31, 2002 and 2003 and for the year ended December 31, 2001, the seven month period ended July 31, 2002, the five month period ended December 31, 2002 and the year ended December 31, 2003 from our audited financial statements and the related notes included elsewhere in this prospectus. The selected historical consolidated financial data as of December 31, 1999, 2000 and 2001 and for the years ended December 31, 1999 and 2000 have been derived from our audited financial statements for such years, which are not included in this prospectus. We have derived the selected historical consolidated financial data for the three months ended March 31, 2003 and as of and for the three months ended March 31, 2004 from our unaudited consolidated financial statements and the related notes included elsewhere in this prospectus. The selected consolidated historical financial data set forth below are not necessarily indicative of the results of future operations and should be read in conjunction with the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the historical consolidated financial statements and accompanying notes included elsewhere in this prospectus.

        We present EBITDA and adjusted EBITDA because management believes it provides useful information regarding our ability to service and/or incur debt and that it provides a more comparable measure of our profitability. However, such a measure is not in accordance with GAAP. You should not consider EBITDA in isolation from or as a substitute for net income, cash flows from operating activities and other consolidated income or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity. Adjusted EBITDA is calculated by adding back to EBITDA buy-out transaction expenses and other non-recurring expenses relating to the acquisition. Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other companies.

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(1)

In previous years, we reported retail sales on the face of our income statement in addition to the required disclosure of net sales. Retail sales represent the gross sales amount reflected on our invoices to our distributors. We do not receive the retail sales amount. "Product sales" represent the actual product purchase price paid to us by our distributors, after giving effect to distributor discounts referred to as "distributor allowances," which total approximately 50% of suggested retail sales prices. Distributor allowances as a percentage of sales may vary by country depending upon regulatory restrictions that limit or otherwise restrict distributor allowances. "Net sales" represents product sales including handling and freight income.

Retail sales data is referred to in "Management's Discussion and Analysis of Financial Condition and Results of Operations." Our use of retail sales reflect the fundamental role of "retail sales" in our accounting systems, internal controls and operations, including the basis upon which the distributors are being paid. In addition, information in daily and monthly reports reviewed by our management relies on retail sales data.

The following represents the reconciliation of retail sales to net sales for each of the periods set forth above:

(2)

The year ended December 31, 2003 includes $5.1 million in legal and related costs associated with litigation resulting from the Acquisition.

(3)

The year ended December 31, 2000 includes fees and expenses in connection with a proposed merger transaction by our founder, Mark Hughes. The seven months ended July 31, 2002 and the five months ended December 31, 2002 include fees and expenses related to the Acquisition.

(4)

EBITDA represents net income plus minority interest, income taxes, net interest expense and depreciation and amortization. We present EBITDA and adjusted EBITDA because management believes they provide useful information regarding our ability to service and/or incur debt and that they provide a more comparable measure of our profitability. However such measures are not in accordance with GAAP. You should not consider EBITDA in isolation from or as a substitute for net income, cash flows from operating activities and other consolidated income or cash flow statement data prepared in accordance with accounting principles generally accepted in the United States or as a measure of profitability or liquidity. Adjusted EBITDA is calculated by adding back to EBITDA buy-out transaction expenses and other non-recurring expenses relating to the

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acquisition. Adjusted EBITDA, as presented, may not be comparable to similarly titled measures reported by other companies.

The following table represents a reconciliation of net income to EBITDA and adjusted EBITDA: